SEC Filing | Cracker Barrel Old Country Store

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Cracker Barrel Old Country Store, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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Preliminary Copy — Subject to Completion

[MISSING IMAGE: lg_crackerbarrelbwlr.jpg]

Dear Shareholder:

We have enclosed with this letter the proxy statement for our 2020 Annual Meeting (the “Annual Meeting”) of shareholders of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”).

This year’s Annual Meeting will be held on Thursday, November 19, 2020, at [ ] Central Time. At this time, we plan to conduct the meeting in person at our offices at 305 Hartmann Drive, Lebanon, Tennessee 37087. However, in light of the continuing coronavirus (COVID-19) pandemic, we are mindful first and foremost of the health and safety of our shareholders and our employees, as well as the integrity and ongoing operation of our facilities. As a result, we will be conducting this year’s Annual Meeting quite differently from those in years past. In compliance with limitations on public gatherings mandated by state and local authorities and other preventive measures recommended by public health experts, we will take all appropriate measures to conduct the Annual Meeting as safely as possible. We recognize that certain shareholders have made it a tradition to attend our Annual Meeting, sometimes traveling great distances and incurring expense to do so. We want to ensure that such shareholders fully understand that because of the pandemic, the Annual Meeting this year will be very different than in years past and urge them to fully consider this before attending in person.

Measures that we intend to follow at this year’s Annual Meeting are expected to include:

•

conducting health screenings for persons seeking entry to the meeting;

•

enforcing optimal social distancing guidelines for all attendees, which may include seating people in other rooms with video and audio streams;

•

requiring all attendees to wear appropriate facial coverings while in our facilities;

•

refraining from any facility tours;

•

providing no food or beverage service;

•

providing no shareholder gifts or materials other than ballots and rules of procedure; and

•

streamlining the meeting itself to ensure that it is conducted as safely as possible.

As the pandemic and the public health response to it continue to evolve, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We will issue a press release announcing any changes to the Annual Meeting, and we will also announce any changes on the Investor Relations section of our corporate website, www.crackerbarrel.com. We encourage you to check this website prior to the Annual Meeting if you are considering attending. Most of all, we urge all of our shareholders to consider carefully the risks inherent in travel and in attending public gatherings such as the Annual Meeting in the midst of the pandemic before making any decision to attend in person, and we look forward to the opportunity to extend to each of you our customary hospitality in less troubled years to come.

At the Annual Meeting, you will have an opportunity to vote on the following proposals: (1) to elect ten directors; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement; (3) to approve the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan; and (4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for our 2021 fiscal year.

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Your vote will be especially important at the Annual Meeting. As you may be aware, certain entities affiliated with Sardar Biglari (collectively, “Biglari”) have again proposed an alternative director nominee for election at the Annual Meeting. After careful consideration, our Board of Directors does NOT endorse the election of Biglari’s nominee, as more fully outlined in the accompanying proxy statement.

We strongly urge you (1) to read the accompanying proxy statement carefully and vote FOR the nominees proposed by the Board of Directors and in accordance with the Board of Director’s recommendations on the other proposals by using the enclosed WHITE proxy card and (2) not to return any proxy card sent to you by Biglari. If you vote using a COLOR proxy card sent to you by Biglari, you can subsequently revoke it by following the instructions on the WHITE proxy card to vote by telephone, by Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Only your last-dated proxy will count — any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

It is important that your shares be represented at the Annual Meeting. Even if you plan to attend the Annual Meeting, we hope that you will read the enclosed Proxy Statement and we urge you to promptly vote by completing, signing and dating the WHITE proxy card and mailing it in the enclosed, postage pre-paid envelope. You may also vote by telephone or the Internet by following the instructions on the WHITE proxy card. Please note that if you hold your shares as a beneficial owner through a bank or broker and you do not indicate on your proxy card your preferences with respect to any given proposal, your bank or broker will not be permitted to vote on your behalf on such proposal.

Sincerely,

Sandra B. Cochran
President and Chief Executive Officer

[ ], 2020

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Preliminary Copy — Subject to Completion

305 Hartmann Drive
Lebanon, Tennessee 37087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

	DATE OF MEETING:			November 19, 2020*
	TIME OF MEETING:			[ ] Central Time*
	PLACE OF MEETING:			305 Hartmann Drive, Lebanon, Tennessee 37087*
	ITEMS OF BUSINESS:			(1) to elect ten directors;
				(2) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice;
				(3) to approve the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan;
				(4) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2021 fiscal year; and
				(5) to conduct other business properly brought before the meeting.
	WHO MAY VOTE/ RECORD DATE:			You may vote if you were a shareholder at the close of business on September 18, 2020.
	DATE OF MAILING			This proxy statement and the form of proxy are first being mailed or provided to shareholders on or about [ ], 2020.

		*IMPORTANT NOTICE REGARDING COVID-19 AND PROCEDURES FOR THE ANNUAL MEETING:
		At this time, the Company plans to conduct the meeting in person. However, in light of the continuing coronavirus (COVID-19) pandemic, the Annual Meeting will be conducted in strict compliance with limitations on public gatherings mandated by state and local authorities and other preventive measures recommended by public health experts. We recognize that certain shareholders have made it a tradition to attend our Annual Meeting, sometimes traveling great distances and incurring expense to do so. We want to ensure that such shareholders fully understand that because of the pandemic, the Annual Meeting this year will be very different than in years past and urge them to fully consider this before attending in person.
		Measures that we intend to follow at this year’s Annual Meeting are expected to include:
		• conducting health screenings for persons seeking entry to the meeting;
		• enforcing optimal social distancing guidelines for all attendees, which may include seating people in other rooms with video and audio streams;
		• requiring all attendees to wear appropriate facial coverings while in our facilities;
		• refraining from any facility tours; providing no food or beverage service;
		• providing no shareholder gifts or materials other than ballots and rules of procedure; and

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		• streamlining the meeting itself to ensure that it is conducted as safely as possible.
		As the pandemic continues to evolve, the Company may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). The Company will issue a press release announcing any changes to the Annual Meeting and will also announce any changes on the Investor Relations section of its corporate website, www.crackerbarrel.com. Shareholders are encouraged to check this website prior to making any decision to attend the Annual Meeting.
		The Company urges all shareholders to consider carefully the risks inherent in travel and in attending public gatherings such as the Annual Meeting in the midst of the COVID-19 pandemic before making any decision to attend in person.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting in person, please take a few minutes now to vote by telephone or by Internet by following the instructions on the WHITE proxy card, or to sign, date and return the enclosed WHITE proxy card in the enclosed postage-paid envelope provided. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.

Please note that certain entities affiliated with Sardar Biglari (collectively, “Biglari”) have again nominated an alternative director candidate. Our Board of Directors DOES NOT endorse the election of Biglari’s nominee. You may receive proxy solicitation materials from Biglari, including its proxy statements and proxy cards. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari may otherwise make.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE BOARD NOMINEES USING THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY BIGLARI.

If you have previously signed a proxy card sent by Biglari, you have the right to change your vote by telephone or by Internet by following the instructions on the WHITE proxy card, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest dated proxy card you vote will be counted. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee to change your vote. We urge you to disregard any proxy card sent to you by Biglari.

				By Order of our Board of Directors,
				Richard M. Wolfson
				Secretary

Lebanon, Tennessee

[ ], 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING
TO BE HELD ON NOVEMBER 19, 2020:
This Proxy Statement, the form of WHITE proxy card and the
Annual Report on Form 10-K for the year ended July 31, 2020 are available free of
charge at: www.proxyvote.com

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CRACKER BARREL OLD COUNTRY STORE, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533

PROXY STATEMENT FOR 2020 ANNUAL MEETING OF SHAREHOLDERS

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	GENERAL INFORMATION					1
	VOTING MATTERS					4
	BOARD OF DIRECTORS AND COMMITTEES					9
	EXECUTIVE COMPENSATION					15
	COMPENSATION DISCUSSION AND ANALYSIS					15
	COMPENSATION COMMITTEE REPORT					38
	COMPENSATION TABLES AND INFORMATION					39
	Summary Compensation Table					39
	Grants of Plan-Based Awards Table					41
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table					42
	Outstanding Equity Awards at Fiscal Year-End Table					43
	Option Exercises and Stock Vested Table					44
	Equity Compensation Plan Information					45
	Non-Qualified Deferred Compensation					45
	Potential Payments Upon Termination or Change in Control					46
	Director Compensation Table					47
	Compensation Committee Interlocks and Insider Participation					48
	CEO Pay Ratio					49
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					51
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					52
	PROPOSAL 1: ELECTION OF DIRECTORS					54
	PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION					66
	PROPOSAL 3: APPROVAL OF THE CRACKER BARREL OLD COUNTRY STORE, INC. 2020 OMNIBUS INCENTIVE PLAN					67
	PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					78
	FEES PAID TO AUDITORS					78
	AUDIT COMMITTEE REPORT					79
	SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING					81
	ANNUAL REPORT AND FINANCIAL INFORMATION					81
	OTHER BUSINESS					81

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GENERAL INFORMATION

What is this document?

This document is the proxy statement of Cracker Barrel Old Country Store, Inc. that is being furnished to shareholders in connection with our Annual Meeting of Shareholders to be held on Thursday, November 19, 2020 (the “Annual Meeting”). A form of WHITE proxy card also is being furnished with this document.

We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (the “SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to Cracker Barrel Old Country Store, Inc. throughout this proxy statement as “we,” “us,” the “Company” or “Cracker Barrel.” Unless clearly indicated otherwise, all references to a particular year or quarter in this proxy statement refer to our fiscal year or quarter.

Why am I receiving a proxy statement?

You are receiving this document because you were one of our shareholders at the close of business on September 18, 2020, the record date for our Annual Meeting. We are sending this proxy statement and the form of WHITE proxy card to you in order to solicit your proxy (i.e., your permission) to vote your shares of Cracker Barrel stock upon certain matters at the Annual Meeting. We are required by law to convene an Annual Meeting of our shareholders at which directors are elected. Because our shares are widely held, it would be impractical, if not impossible, for our shareholders to meet physically in sufficient numbers to hold a meeting. This is especially the case this year in light of the ongoing COVID-19 pandemic and its attendant restrictions on travel and public gatherings. Accordingly, proxies are solicited from our shareholders. United States federal securities laws require us to send you this proxy statement and specify the information required to be contained in it.

What does it mean if I receive more than one proxy statement or WHITE proxy card?

If you receive multiple proxy statements or WHITE proxy cards, this may mean that you have more than one account with brokers or our transfer agent. Please vote ALL of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company (“AST”). You can contact AST by calling (800) 485-1883.

Since Biglari has again nominated an alternative director candidate and commenced a proxy contest, we will likely conduct multiple mailings prior to the Annual Meeting date to ensure shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted, and, IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD OF DIRECTORS then you should only submit WHITE proxy cards.

What information is available on the Internet?

This proxy statement, our Annual Report on Form 10-K and other financial documents are available free of charge at the SEC’s website, www.sec.gov. Our proxy statement and annual report to shareholders are available at the Investor Relations section of our corporate website, www.crackerbarrel.com.

Are you “householding” for shareholders sharing the same address?

Yes. The SEC’s rules regarding the delivery of proxy materials to shareholders permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is called “householding,” and it can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one set of proxy materials to multiple shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other Cracker Barrel shareholder at your address an individual WHITE proxy voting card. If you would like to receive more than one set of proxy

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materials, we will promptly send you additional copies upon written or oral request directed to our transfer agent, AST, toll free at (800) 485-1883, or our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087. The same phone number and address may be used to notify us that you wish to receive a separate set of proxy materials in the future, or to request delivery of a single copy of our proxy materials if you are receiving multiple copies.

Is there any other information that I should be receiving?

Yes. Enclosed herewith is a copy of our 2020 annual report to shareholders (which includes our Annual Report on Form 10-K), which contains financial and other information about the Company and our most recently completed fiscal year, which ended July 31, 2020. References in this document to a year (e.g., “2020”), unless the context clearly requires otherwise, mean and will be deemed a reference to our fiscal year that ended on the Friday closest to July 31 of that year.

Who pays for the Company’s solicitation of proxies?

We will pay for the entire cost of soliciting proxies on behalf of the Company. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding the Company’s proxy materials to beneficial owners. In addition, our directors and employees may solicit proxies in person, by mail, by telephone, via the Internet, press releases or advertisements. Directors and employees will not be paid any additional compensation for soliciting proxies, but Okapi Partners LLC (“Okapi”), our proxy solicitor, will be paid a fee, estimated to be approximately [ ], for rendering solicitation services.

Okapi expects that approximately [ ] of its employees will assist in the solicitation. Okapi will solicit proxies by personal interview, mail, telephone, facsimile or email. Okapi will also ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of our common stock.

Our aggregate expenses, including those of Okapi, related to our solicitation of proxies in excess of those normally spent for an Annual Meeting as a result of the proxy contest initiated by Biglari, and excluding salaries and wages of our regular employees, are expected to be approximately [ ], of which the Company estimates it has incurred approximately [ ] to date. Appendix A sets forth information relating to our director nominees as well as certain of our directors, officers and employees who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors or director nominees of the Company or because they may be soliciting proxies on our behalf.

An independent inspector of election will receive and tabulate the proxies and certify the results.

Who may attend the Annual Meeting?

The Annual Meeting is open to all of our shareholders. To attend the meeting, you will need to register upon arrival. We also may check for your name on our shareholders’ list and ask you to produce valid identification. If your shares are held in “street name” by your broker or bank, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own Cracker Barrel shares, it is possible that you will not be admitted to the meeting.

In light of the ongoing COVID-19 pandemic, the Annual Meeting will be conducted in strict compliance with limitations on public gatherings mandated by state and local authorities and other preventive measures recommended by public health experts. These measures are expected to include conducting health screenings for persons seeking entry to the meeting, enforcing optimal social distancing guidelines for all attendees including seating attendees in separate rooms with audio and video streams, requiring all attendees to wear appropriate facial coverings while in our facilities, refraining from any facility tours or food and beverage service, and streamlining the meeting itself to ensure that it is conducted as safely as possible. We must reserve the right to deny admission to the meeting for persons exhibiting symptoms or behavior that could place our shareholders, employees or facilities at risk. We strongly urge shareholders to submit a proxy to vote your shares in advance of the Annual Meeting by submitting a WHITE proxy card, or by voting over the telephone or on the Internet. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum, avoid added solicitation costs, and protect the health and safety of our employees,

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advisors and other shareholders. Information on how to submit a proxy to vote your shares in advance of the Annual Meeting is discussed below.

May shareholders ask questions at the Annual Meeting?

Due to public health concerns related to the COVID-19 pandemic, we intend to streamline the meeting as much as possible and we do not anticipate that shareholders will be able to submit or present questions to our management at the Annual Meeting as in normal years. However, we always welcome shareholder feedback through other channels. To ask a question of the Company’s management team, shareholders are encouraged to contact our Manager of Investor Relations, Adam Hanan, by email at adam.hanan@crackerbarrel.com. For information on communicating directly with our Board of Directors (the “Board of Directors” or “Board”), see “Communications with the Board” on page [ ] of this proxy statement.

What if I have a disability?

If you are disabled and would like to participate in the Annual Meeting, we can provide reasonable assistance. Please send any request for assistance to Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee, 37087, Attention: Corporate Secretary, at least two weeks before the meeting.

What is Cracker Barrel Old Country Store, Inc. and where is it located?

We are the owner and operator of the Cracker Barrel Old Country Store® restaurant and retail concept throughout the United States. We also own and operate the Maple Street Biscuit Company restaurant concept in a number of locations in the southeastern United States. Our corporate headquarters are located at 305 Hartmann Drive, Lebanon, Tennessee 37087. Our telephone number is (615) 444-5533.

Where is Cracker Barrel Old Country Store, Inc. common stock traded?

Our common stock is traded and quoted on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CBRL.”

Who will count the votes cast at the Annual Meeting?

The Board of Directors will appoint an independent inspector of election to serve at the Annual Meeting. The independent inspector of election for the Annual Meeting will determine the number of votes cast by holders of common stock for all matters. Final results will be announced when certified by the independent inspector of election, which we expect will occur within a few business days after the date of the Annual Meeting.

How can I find the voting results of the Annual Meeting?

We will include the voting results in a Current Report on Form 8-K, which we will file with the SEC no later than four business days following the completion of the Annual Meeting. We will amend this filing to include final results if the independent inspector of election has not certified the results when the original Current Report on Form 8-K is filed.

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VOTING MATTERS

What am I voting on?

You will be voting on the following matters:

•

to elect ten directors;

•

to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement;

•

to approve the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan; and

•

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2020 fiscal year.

Has the Company been notified that a shareholder intends to propose an alternative director nominee at the Annual Meeting?

Yes. Biglari has again notified the Company of its proposal of an alternative director nominee, Raymond Barbrick. Our Board of Directors unanimously recommends a vote FOR each of the Board’s nominees for director on the enclosed WHITE proxy card. The Biglari nominee, Mr. Barbrick, has NOT been endorsed by our Board of Directors. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari or its representatives may otherwise make.

Who is entitled to vote?

You may vote if you owned shares of our common stock at the close of business on September 18, 2020. As of September 18, 2020, there were [ ] shares of our common stock outstanding.

How many votes must be present to hold the Annual Meeting?

In order to lawfully conduct the Annual Meeting, a majority of our outstanding common shares as of September 18, 2020 must be present at the Annual Meeting either in person or by proxy. This is called a quorum. Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by one of the methods described below under the question “How do I vote before the Annual Meeting?” Abstentions and “broker non-votes” (as explained below under the question “What is a ‘broker non-vote’?”) also will be counted for purposes of establishing a quorum.

How many votes do I have and can I cumulate my votes?

You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.

May I vote my shares in person at the Annual Meeting?

Yes. You may vote your shares at the Annual Meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the Annual Meeting in person, however, in order to assist us in tabulating votes at the Annual Meeting, we encourage you to vote by returning your WHITE proxy card or by using the telephone or Internet. It is possible the time, date, location or logistics of the meeting may be changed, including by holding a virtual meeting. In that case, we will issue a press release announcing any changes to the meeting, and we will also announce any changes on the Investor Relations section of our corporate website, www.crackerbarrel.com. We encourage you to check this website prior to the meeting if you plan to attend.

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for persons seeking entry to the meeting, enforcing optimal social distancing guidelines for all attendees, including possibly seating attendees in separate rooms with video and audio streams, requiring all attendees to wear appropriate facial coverings while in our facilities, refraining from any facility tours or food and beverage service, and streamlining the meeting itself to ensure that it is conducted as safely as possible. We must reserve the right to deny admission to the meeting for persons exhibiting symptoms or behavior that could place our shareholders, employees or facilities at risk.

For these reasons, we strongly urge shareholders to submit a proxy to vote your shares in advance of the Annual Meeting by submitting a WHITE proxy card, or by voting over the telephone or on the Internet. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum, avoid added solicitation costs, and protect the health and safety of our employees, advisors and other shareholders. Information on how to submit a proxy to vote your shares in advance of the Annual Meeting is discussed below.

How do I vote before the Annual Meeting?

Follow the instructions on your WHITE proxy card or contact our proxy solicitor, Okapi Partners, at (877) 629-6357.

How do I vote if my broker holds my shares in “street name”?

If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you a request for directions for voting those shares. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options.

What is a “broker non-vote”?

If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when you fail to provide your broker with voting instructions at least 10 days before the Annual Meeting and the broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a “routine” matter under applicable rules. See “How will abstentions and broker non-votes be treated?” and “Will my shares held in street name be voted if I do not provide my proxy?” below. Because Biglari has initiated a proxy contest, it is likely that there will be no routine matters at the Annual Meeting.

How will abstentions and broker non-votes be treated?

Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as votes cast either in favor of or against a particular proposal, except in the limited circumstances outlined above.

Will my shares held in street name be voted if I do not provide my proxy?

On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. Because Biglari has initiated a proxy contest, it is likely that none of the proposals at the Annual Meeting is considered a routine matter, and, therefore, your shares will not be voted on any matter unless you instruct your brokerage firm to vote in a timely manner.

How will my proxy be voted?

The individuals named on the WHITE proxy card will vote your proxy in the manner you indicate on the WHITE proxy card.

What if I return my signed WHITE proxy card or complete Internet or telephone procedures but do not specify my vote?

If you sign and return your WHITE proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares, we will vote them:

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•

FOR the election of each of the ten director nominees named in this proxy statement;

•

FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

•

FOR the approval of the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan; and

•

FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2021 fiscal year.

Can I change my mind and revoke my proxy?

Yes. To revoke a proxy given pursuant to this solicitation, you must:

•

sign another proxy with a later date and return it to our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087 at or before the Annual Meeting;

•

provide our Corporate Secretary with a written notice of revocation dated later than the date of the proxy at or before the Annual Meeting;

•

re-vote by using the telephone and calling 1-800-690-6903;

•

re-vote by using the Internet and visiting the following website: www.proxyvote.com; or

•

attend the Annual Meeting and vote in person — note that attendance at the Annual Meeting will not revoke a proxy if you do not actually vote at the Annual Meeting.

If you have previously signed a COLOR proxy card sent to you by Biglari, you may change your vote by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting by telephone or via the Internet by following the instructions on your WHITE proxy card. Submitting a Biglari proxy card will revoke votes you have previously made via the Company’s WHITE proxy card.

What vote is required to approve each proposal?

•

Proposal 1: Election of ten directors.

As a result of Biglari’s intention to nominate Raymond Barbrick as an alternative director nominee, and assuming this nominee has not been withdrawn on or prior to the tenth day before we mail the Notice of Meeting in this proxy statement to our shareholders, there will be more than ten nominees. This means that the ten candidates receiving the highest number of “FOR” votes will be elected. This number is called a plurality. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Broker non-votes will also not be considered to have been voted for any director nominee.

THE ONLY WAY TO SUPPORT ALL TEN OF YOUR BOARD OF DIRECTORS’ NOMINEES IS TO VOTE “FOR” THE BOARD’S NOMINEES ON THE WHITE PROXY CARD. PLEASE DO NOT SIGN OR RETURN A COLOR PROXY CARD FROM BIGLARI, EVEN IF YOU VOTE “AGAINST” OR WITHHOLD ON BIGLARI’S DIRECTOR NOMINEE. DOING SO MAY CANCEL ANY PREVIOUS VOTE YOU CAST ON THE COMPANY’S WHITE PROXY CARD.

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Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice.

The compensation of the Company’s named executive officers as described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” the proposal exceeds the number of shares of Company common stock voted “AGAINST.” If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

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Proposal 3: Approval of the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan.

Under Tennessee law, this proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast. Broker non-votes likewise will not be treated as cast. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved.

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Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2021 fiscal year.

Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but the Board of Directors is submitting the appointment of Deloitte & Touche LLP for ratification in order to obtain the views of our shareholders. This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast on this proposal. Because Biglari has initiated a proxy contest, broker non-votes likewise will not be treated as cast on this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved. If the appointment of Deloitte & Touche LLP is not ratified, the Audit Committee will reconsider its appointment.

How do you recommend that I vote on these items?

The Board of Directors recommends that you vote:

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FOR the election of each of the ten director nominees named in this proxy statement;

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FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

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FOR the approval of the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan; and

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FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2020 fiscal year.

What should I do if I receive a proxy card from Biglari?

Biglari has given notice of its intent to nominate an alternative director nominee, Raymond Barbrick, for election at the Annual Meeting. We expect that you will receive proxy solicitation materials from Biglari, including an opposition proxy statement and COLOR proxy card. Our Board of Directors unanimously recommends that you disregard any COLOR proxy card or other materials from Biglari. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari may otherwise make. If you have already voted using the COLOR proxy card, you have every right to change your vote by executing and returning the enclosed WHITE proxy card or by voting by telephone or via the Internet by following the instructions provided on the enclosed WHITE proxy card. Only the latest dated proxy you submit will be counted. If you vote against Biglari’s nominee using the COLOR proxy card, your vote will not be counted as a vote for all ten of the Board’s nominees and will result in the revocation of any previous vote you may have cast on the Company’s WHITE proxy card. If you wish to vote pursuant to the recommendation of the Board of Directors, you should disregard any proxy card that you receive other than the WHITE proxy card.

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If you have any questions or need assistance voting, please contact, our proxy solicitor:

1212 Avenue of the Americas
New York, New York 10036
Banks and Brokers Call Collect: (212) 297-0720
All Others Call Toll Free: (877) 629-6357
Email: info@okapipartners.com

May other matters be raised at the Annual Meeting; how will the Annual Meeting be conducted?

We have not received proper notice of, and are not aware of, any business to be transacted at the Annual Meeting other than as indicated in this proxy statement. Under Tennessee law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to us by the shareholders seeking to bring such business before the Annual Meeting. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders.

The Chairman has broad authority to conduct the Annual Meeting so that the business of the Annual Meeting is carried out in a safe, orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the Annual Meeting. The Chairman is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

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BOARD OF DIRECTORS AND COMMITTEES

Directors

The names and biographies of each member of our Board of Directors are set forth in this proxy statement under “PROPOSAL 1: ELECTION OF DIRECTORS,” beginning on page [ ] of this proxy statement. All of the current members of our Board of Directors, other than Mr. Dobkin, are nominees for re-election to the Board. Mr. Dobkin intends to retire as a director effective prior to the Annual Meeting and will not stand for re-election.

Board Meetings

Our Board of Directors met 11 times during 2020. Each director attended at least 75% of the aggregate number of meetings of the full Board of Directors that were held during the period he or she was a director during 2020 and all meetings of the committee(s) on which he or she served that were held during the period he or she served on such committee in 2020.

Board Committees

Our Board of Directors has the following standing committees: Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive. All members of the Audit, Compensation, Nominating and Corporate Governance and Public Responsibility committees are independent under the Nasdaq Stock Market Rules and our Corporate Governance Guidelines. Our Board of Directors has adopted a written charter for each of the committees, with the exception of the Executive Committee. Copies of the charters of each of the Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility committees, as well as our Corporate Governance Guidelines, are posted on our website: www.crackerbarrel.com. Current information regarding all of our standing committees is set forth below:

Name of Committee and Members			Functions of the Committee			Number of Meetings in 2020
AUDIT: Carl T. Berquist, Chair* Richard J. Dobkin** Norman E. Johnson Andrea M. Weiss * Mr. Berquist was appointed the chair of this committee effective February 26, 2020 ** Mr. Dobkin is not standing for re-election.			• Acts as liaison between our Board of Directors and independent auditors • Reviews and approves the appointment, performance, independence and compensation of independent auditors • Has authority to hire, terminate and approve payments to the independent registered public accounting firm and other committee advisors • Is responsible for developing procedures to receive information and address complaints regarding our accounting, internal accounting controls or auditing matters • Reviews internal accounting controls and systems, including internal audit plan • Reviews results of the internal audit plan, the annual audit and related financial reports • Reviews quarterly earnings press releases and related financial reports • Reviews our significant accounting policies and any changes to those policies			6

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Name of Committee and Members	Functions of the Committee	Number of Meetings in 2020
	• Reviews policies and practices with respect to risk assessment and risk management, including assisting the Board of Directors in fulfilling its oversight responsibility in respect of the Company’s overall enterprise risk management program • Reviews and pre-approves directors’ and officers’ related-party transactions and annually reviews ongoing arrangements with related parties and potential conflicts of interest • Reviews the appointment, performance and termination or replacement of the senior internal audit executive • Determines financial expertise and continuing education requirements of members of the committee
COMPENSATION: Coleman H. Peterson, Chair Thomas H. Barr Meg Crofton William W. McCarten	• Reviews management performance, particularly with respect to annual financial goals • Administers compensation plans and reviews and approves salaries, bonuses and equity compensation grants of executive officers, excluding the Chief Executive Officer for whom the committee makes a recommendation to the Board of Directors for its approval • Monitors compliance of directors and officers with our stock ownership guidelines • Evaluates the risk(s) associated with our compensation programs • Selects and engages independent compensation consultants and other committee advisors • Leads the Company’s succession planning efforts with respect to the Chief Executive Officer position and reports to our Board of Directors on that issue	5
NOMINATING AND CORPORATE GOVERNANCE: Norman E. Johnson, Chair Richard J. Dobkin* William W. McCarten Coleman H. Peterson * Mr. Dobkin is not standing for re-election.	• Identifies and recruits qualified candidates to fill positions on our Board of Directors • Considers nominees to our Board of Directors recommended by shareholders in accordance with the nomination procedures set forth in our bylaws • Reviews corporate governance policies and makes recommendations to our Board of Directors • Reviews and recommends the composition of the committees of our Board of Directors • Oversees annual performance review of our Board of Directors and the committees thereof • Oversees, on behalf of our Board of Directors, director succession planning and reports to our Board of Directors on that issue	3

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Name of Committee and Members	Functions of the Committee	Number of Meetings in 2020
PUBLIC RESPONSIBILITY: Andrea M. Weiss, Chair Thomas H. Barr Carl T. Berquist* Meg Crofton* * Ms. Crofton and Mr. Berquist joined this Committee as of September 26, 2019 and November 21, 2019, respectively.	• Assists the Board of Directors in fulfilling its oversight responsibility for those portions of the Company’s overall enterprise risk management program relating to potential threats to the Company’s brand • Analyzes public policy trends and makes recommendations to the Board of Directors regarding how the Company can anticipate and adjust to these trends • Assist the Board in identifying, evaluating and monitoring social, political, legislative and environmental trends, issues and concerns • Annually reviews the policies, procedures and expenditures for the Company’s political activities, including political contributions and direct and indirect lobbying • Assist the Board in overseeing the Company’s environmental and other sustainability policies and programs and their impact on the Company’s business strategy • Reviews the Company’s progress in its diversity and inclusion initiatives and compliance with the Company’s responsibilities as an equal opportunity employer • Reviews the Company’s human and workplace rights policies • Reviews and recommends procedures concerning the transmission of the Company’s positions on public policy and social issues via digital media outlets • Reviews any shareholder proposals that deal with public policy issues and makes recommendations to the Board of Directors regarding the Company’s response to such proposals	2
EXECUTIVE: William W. McCarten, Chair* Sandra B. Cochran Carl T. Berquist** Norman E. Johnson Coleman H. Peterson Andrea M. Weiss * Mr. McCarten was appointed the chair of this committee and the independent chair of the Company effective September 26, 2019. ** Mr. Berquist joined this Committee as of February 26, 2020.	• Meets at the call of the Chief Executive Officer or Chairman of the Board • Meets when the timing of certain actions makes it appropriate to convene the committee rather than the entire Board of Directors • May carry out all functions and powers of our Board of Directors, subject to certain exceptions under applicable law • Advises senior management regarding actions contemplated by the Company whenever it is not convenient or appropriate to convene the entire Board of Directors	0

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Board Leadership Structure

Effective September 26, 2019, the Board appointed William W. McCarten to serve as the Company’s independent Board Chairman. Our Board of Directors regularly considers the appropriate leadership structure for the Company, and believes that its current leadership structure, with an independent director (Mr. McCarten) serving as Chairman and Ms. Cochran serving as the Chief Executive Officer, best serves (i) the objectives of the Board of Directors’ oversight of management, (ii) the ability of the Board of Directors to carry out its roles and responsibilities on behalf of the shareholders, and (iii) the Company’s overall corporate governance.

Notwithstanding our current leadership structure, our Board of Directors has concluded that it is important for the Board of Directors to retain flexibility in exercising its judgment to determine whether the same individual should serve as both Chief Executive Officer and Chairman at any given point in time, rather than adhering to a formal standing policy on the subject. This approach allows our Board of Directors to use its considerable experience and knowledge to elect the most qualified director as Chairman, while maintaining the ability to combine or separate the Chairman and Chief Executive Officer roles when appropriate. Accordingly, at different points in time, the Chief Executive Officer and Chairman roles may be held by the same person. At other times, as currently, they may be held by different individuals. In each instance, the decision on whether to combine or separate the roles is determined by what the Board of Directors believes is in the best interests of our shareholders, based on the circumstances at the time. By way of example, in the event of a departure of either our Chief Executive Officer or Chairman, the Board of Directors could reconsider the leadership structure and whether one individual was then suited to fulfill both roles, based on the individual’s experience and knowledge of our business and whether the directors considered it in the best interest of the Company to combine the positions.

Our Board of Directors will continue to evaluate the Company’s leadership structure on an ongoing basis to ensure that it is appropriate at all times.

Board Oversight of Risk Management

It is the responsibility of our senior management to develop and implement our strategic plans, and to identify, evaluate, manage and mitigate the risks inherent in those plans. It is the responsibility of our Board of Directors to understand and oversee our strategic plans, the associated risks, and the steps that senior management is taking to manage and mitigate those risks. Our Board of Directors takes an active approach to its risk oversight role. This approach is bolstered by our Board of Directors’ leadership and committee structure, which ensures: (i) proper consideration and evaluation of potential enterprise risks by the full Board of Directors under the auspices of the Chairman, and (ii) further consideration and evaluation of discrete risks at the committee level.

Our Board of Directors is comprised predominantly of independent directors (nine of our ten directors), and all directors who served on the key committees of our Board of Directors (Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility) during 2020 were independent under applicable Nasdaq Stock Market Rules and our Corporate Governance Guidelines. This system of checks and balances ensures that key decisions made by the Company’s most senior management, up to and including the Chief Executive Officer, are reviewed and overseen by the non-employee directors of our Board of Directors.

Risk management oversight by the full Board of Directors includes a comprehensive annual review of our overall strategic plans, including the risks associated with these strategic plans. Our Board of Directors also conducts an annual review, led by the Audit Committee, of the conclusions and recommendations generated by management’s enterprise risk management process. This process involves a cross-functional group of our senior management that identifies current and future potential risks facing us and ensures that actions are taken to manage and mitigate those potential risks. Our Board of Directors also has overall responsibility for leadership succession for our most senior officers and reviews succession plans each year.

In addition, our Board of Directors has delegated certain risk management oversight responsibilities to certain of its committees, each of which reports regularly to the full Board of Directors. In performing these oversight responsibilities, each committee has full access to management, as well as the ability to engage

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independent advisors. The Audit Committee has primary overall responsibility for overseeing our risk management. It oversees risks related to our financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and our ethics and compliance program. It also regularly receives reports regarding our most significant internal control and compliance risks, along with management’s processes for maintaining compliance within a strong internal control environment. In addition, the Audit Committee receives reports regarding potential legal and regulatory risks and management’s plans for managing and mitigating those risks. Representatives of our independent registered public accounting firm attend Audit Committee meetings, regularly make presentations to the Audit Committee and comment on management presentations. In addition, our Chief Financial Officer, Vice President of Internal Audit, General Counsel and representatives of our independent registered public accounting firm individually meet in private sessions with the Audit Committee to raise any concerns they might have with the Company’s risk management practices.

The Compensation Committee is responsible for overseeing our incentive compensation arrangements, for aligning such arrangements with sound risk management and long-term growth and for verifying compliance with applicable regulations. The Compensation Committee conducted an internal assessment of our executive and non-executive incentive compensation programs, policies and practices, including reviewing and discussing the various design features and characteristics of the Company-wide compensation policies and programs; performance metrics; and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and the Compensation Committee’s independent compensation consultant, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Public Responsibility Committee oversees the risks associated with the Company’s response to public relations matters and public policy trends, including the Company’s environmental and social initiatives and sustainability monitoring. The Public Responsibility Committee oversaw the Company’s preparation of its 2019 Corporate Social Responsibility Report, discussed and conducted specific analyses of the management of public relations issues as well as the Company’s commitment to diversity and corporate responsibility through various channels, including social and digital media.

Finally, the Nominating and Corporate Governance Committee oversees risks associated with its areas of responsibility, including, along with the Audit Committee, our ethics and compliance program. The Nominating and Corporate Governance Committee also reviews annually our key corporate governance documents to ensure they are in compliance with the changing legal and regulatory environment and appropriately enable our Board of Directors to fulfill its oversight duties. In addition, our Board of Directors is routinely informed of developments at the Company that could affect our risk profile and business in general.

Compensation of Directors

Our Compensation Committee reviews the compensation we pay to our independent directors annually, in consultation with Frederic W. Cook & Co., the Compensation Committee’s outside compensation consultant (“FW Cook”), and recommends any changes in compensation to the entire Board for consideration and approval. The Compensation Committee’s recommendation to the Board takes into consideration the competitiveness of total compensation relative to our restaurant and retail industry peer companies (see page [ ] of this proxy statement for a discussion of our peer group) and similarly sized general industry companies. To assess the competitiveness of our director compensation program, FW Cook annually conducts a market assessment at the request of the Compensation Committee. FW Cook’s assessment of outside director compensation at the outset of fiscal 2020 found that the total compensation provided to Cracker Barrel’s outside directors to be generally aligned with median total compensation of the peer group and the median of similarly sized general industry companies, except for the annual retainer payable to the Independent Board Chair, which was below median. Notwithstanding the foregoing, the Compensation Committee unanimously recommended to the Board, and the Board subsequently approved that the annual retainers payable to the chair and members of the Public Responsibility Committee be increased to the same levels as those of the Nominating and Governance Committee (i.e., Chair from $13,000 to $15,000 and members from $2,500 to $5,500), effective as of the date of the Company’s next annual

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meeting, November 21, 2019. The Compensation Committee and the Board did so in recognition of the fact that (i) the Public Responsibility Committee’s workload has grown, and that although the Committee has only two regularly scheduled meetings per year, the Committee or its members are often convened or consulted in connection with crises or public relations matters and their workload is significant and (ii) the Company’s larger institutional shareholders have communicated to the Company that they value the Public Responsibility Committee’s role in overseeing ESG/CSR issues. Additionally, the Compensation Committee unanimously recommended to the Board, and the Board subsequently approved, an increase of $10,000 in the annual cash retainer payable to the Independent Board Chair.

Cash Compensation. In fiscal 2020, upon the Compensation Committee’s recommendation, the Board approved the director cash compensation amounts set forth in the following table, which, other than the adjustments made in respect of the Public Responsibility Committee and Independent Board Chair, were unchanged from fiscal 2019 levels.

Independent Director Retainer	$	75,000
Independent Board Chairman Retainer	$	55,000
Audit Committee Retainers
Chair	$	25,000
Member	$	14,000
Compensation Committee Retainers
Chair	$	20,000
Member	$	12,500
Nominating and Governance Committee Retainers
Chair	$	15,000
Member	$	5,500
Public Responsibility Committee Retainers
Chair	$	15,000
Member	$	5,500
Executive Committee Retainers		None

The foregoing amounts are prorated for any outside director who joins the Board during the course of the fiscal year. In addition, we reimburse our outside directors for their reasonable and customary expenses incurred in travelling to and attending meetings. In support of the Company’s response to the COVID-19 pandemic, the Board approved a 50% reduction in the cash compensation payable to our independent directors in respect of our third and fourth quarters of fiscal 2020.

Equity Compensation. Each non-employee director other than the independent Chair who is elected at an annual meeting also receives a grant of restricted stock units (“RSUs”) having a value equal to approximately $110,000, with the number of RSUs included in such grant determined based on the closing price of our common stock on the date of the applicable annual meeting, as reported by Nasdaq, and rounded down to the nearest whole share. Our independent Chair receives an additional grant of RSUs having a value equal to approximately $65,000, for a total award having an approximate value of $175,000. The foregoing awards are prorated for any outside director who joins the Board during the course of the fiscal year.

All of the RSUs awarded to our independent directors vest at the earlier of one year from the date of grant or at the next annual meeting of shareholders. The Company has no knowledge of any agreement or arrangement between any director or director nominee and any person or entity other than the Company relating to compensation or other payment in connection with such person’s candidacy or service as a director.

Our non-employee directors are also offered the option to participate in a directors’ deferred compensation plan. This plan allows a participant to defer a percentage or sum of his or her compensation and earn interest on that deferred compensation at a rate equal to the 10-year Treasury bill rate (as in effect at the beginning of each calendar month) plus 1.5%. The compensation of our directors during 2020 is detailed in the Director Compensation Table, which can be found on page [ ] of this proxy statement.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This portion of the proxy statement, the Compensation Discussion and Analysis or “CD&A,” provides a description of the objectives and principles of our executive compensation programs. It explains how compensation decisions are linked to Cracker Barrel’s performance relative to our strategic goals and our efforts to drive shareholder value. It is also meant to give our shareholders insight into the deliberative process and the underlying compensation philosophies that are the foundation of the design of the pay packages of our executive officers, including, this year, compensation philosophies that guided our decisions regarding executive compensation impacted by the COVID-19 novel coronavirus pandemic (the “pandemic”).

Generally, Cracker Barrel’s executive compensation programs apply to all executive officers, but this CD&A is focused on the compensation decisions relating to our executive officers who qualified as “named executive officers” under applicable SEC rules (the “Named Executive Officers” or “NEOs”) during 2020. Our NEOs for 2020 were:

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Sandra B. Cochran, President and Chief Executive Officer;

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Jill M. Golder, Senior Vice President and Chief Financial Officer;

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Richard M. Wolfson, Senior Vice President, General Counsel and Corporate Secretary;

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P. Douglas Couvillion, Senior Vice President, Sourcing & Supply Chain; and

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Michael T. Hackney, Senior Vice President of Restaurant and Retail Operations.

Compensation Philosophy

Our central compensation objective is to drive long-term total return to our shareholders and build a better company by implementing compensation programs that reward both company-wide and individual performance, align our executives’ interests with those of our shareholders and allow us to attract and retain talented executives.

We have a strong “pay for performance” philosophy designed to reward executive officers for maximizing our success, as determined by our performance relative to our financial and operational goals. In furtherance of our overall philosophy, we seek to reward our executives for both near-term and sustained longer-term financial and operating performance as well as leadership excellence. Compensation opportunities are intended to align the economic interests of executives with those of our shareholders and encourage them to remain with the Company for long and productive careers.

The Company’s compensation philosophy is to target total direct compensation paid to our executive officers at the median of our peer group and other market comparisons. While the Compensation Committee strives to deliver a target total compensation package approximating the market median, judgment is applied to recognize individual performance, competitive pressures for management talent, experience, and value to the organization when establishing compensation opportunities. The Compensation Committee believes it utilizes elements of compensation that create appropriate flexibility and help focus and reward executives for both near-term and long-term performance while aligning the interests of executive officers with the interests of our shareholders.

Covid-19 Pandemic — Impact on Business and Company Responses

Through the first two quarters of 2020, the Company outperformed the comparable quarters of 2019 and was on pace to achieve sales and operating income above our Board-approved 2020 plan for the year. Shortly after the beginning of the Company’s third quarter of 2020, however, the Company’s business was severely and dramatically impacted by the pandemic. The pandemic has had an especially negative impact on certain industries, including restaurants, and particularly restaurants such as ours which offer breakfast, serve a high number of travelers and derive a substantial amount of their revenues from full dine-in service.

The pandemic has represented an unprecedented challenge for the Company and many of our casual dining peers. Within a matter of two weeks in March 2020, the Company’s revenues plummeted by more

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than 80%, as the Company was forced to cease dine-in service and reduce its operations to delivery or carry-out only in each of our 663 Cracker Barrel stores throughout the United States. The Company had to suddenly and aggressively adjust its business model and manage its liquidity due to the drastic decrease in cash flows. We believe we were successful in these efforts, as shown by our financial performance for the remainder of 2020, which significantly exceeded initial marketplace and our own internal expectations at the pandemic’s outset and left the Company in a relatively strong financial condition at the end of 2020.

Below, we summarize the key actions that we undertook to protect our employees, our shareholders and our business in connection with the pandemic, all of which have contributed to our success in navigating the pandemic thus far. We then discuss how we handled pandemic-related compensation decisions.

What we did for our Employees:

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To help offset the severe reduction in hours available to our hourly workforce, at the outset of the pandemic we provided every hourly employee who had more than 90 days of tenure with two weeks of continuation pay equal to 50% of their expected wages, including tips. In the case of our approximately 25,000 “PAR-4” employees (who typically are our most senior and accomplished servers, cooks and dishwashers), we provided them with an additional two weeks of continuation pay equal to 60% of their expected wages, including tips.

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We waived the minimum hour requirements to allow our hourly employees to retain their benefits eligibility, and we allowed them significant extra time to pay their share of premiums.

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We distributed food that might have otherwise gone to waste to our employees and thereafter allowed our employees to purchase food and household goods at cost. This proved to be a very popular action to help our employees access essential goods which were in short supply in a cost-effective manner.

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We repurposed teams at our Home Office and set up hotlines and help desks to (i) allow our employees to report suspected cases of COVID-19 and direct them to available assistance and resources; and (ii) assist them in pursuing available unemployment and underemployment benefits in their respective states by helping them cut red tape and navigate applicable rules and regulations.

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We provided more than a million dollars of supplemental funding to our employee-care charity, Cracker Barrel Cares, so that employees could have access to additional financial assistance in cases of exceptional hardship. We had our General Managers personally contact employees in their respective stores who they thought might be at risk, to inquire about their personal situations and to make sure these employees knew that this assistance was available.

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We developed and rolled out a Company-wide “Keep in Touch” program to make sure that we have stayed in close, regular contact with our sidelined employees throughout the pandemic, including the following:

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We engaged in regular text and phone contact so that our employees felt connected;

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For the first several months of the pandemic, we provided daily free meals to our PAR-4 employees and increased our employee discount levels for all employees, whether they worked or not, to provide them with additional assistance and to foster connectivity with their respective stores; and

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We created and maintain a robust cadence of communications through various forums, including specialized videos involving our most senior executives, designed to communicate critical messages, spread hope and encourage our field-based employees.

In addition to aligning with our mission statement of “Pleasing People” and our People Promise (which embodies our employment philosophies), we believe that the foregoing actions were instrumental in allowing us to resume dine-in operations smoothly and retain and return to work tens of thousands of trained employees as operating restrictions gradually lifted around the country. We also believe these actions have engendered a strong sense of loyalty among many of our employees, which we believe is a competitive advantage for us.

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What we did for our Shareholders:

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Communication. During the course of the pandemic, we issued several “off-cycle” public filings to inform our shareholders about key events, metrics and the steps we were taking to manage our business through the threat of the pandemic. We reached out to significant shareholders and engaged in direct conversations with a number of them regarding our responses to the pandemic.

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Governance. Our Board and all Committees were (and are) regularly informed about all major aspects of our business and are actively engaged with our business and with management throughout the pandemic. Throughout the pandemic, our Board has met frequently and regularly to understand the challenges we were facing and helped guide our responses thereto, including our decisions related to the CARES Act.

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Compensation. To help preserve liquidity and to show solidarity with other impacted employees our senior executives and our Board collectively and voluntarily agreed to take cuts in base pay for the remainder of the fiscal year. The specifics of these actions are described further below. In the case of Ms. Cochran, our Chief Executive Officer, she waived contractual rights that would have otherwise prohibited the Company from adjusting her pay.

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Business Management. We have undertaken numerous actions to ensure the ability of the Company to manage through and emerge successfully from the pandemic and withstand a prolonged economic downturn, while still making progress on key strategic initiatives. We detail a variety of these actions immediately below. While several of these initiatives resulted in one-time savings or enabled the Company to manage liquidity in the short-term, many others have resulted in longer-term systemic savings and benefits which the Company believes will be positive for shareholders for years to come.

What we did for our Business:

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Recognizing that having and maintaining sufficient liquidity was the key to withstanding and emerging from the pandemic, we have aggressively managed cash, including through the following actions:

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We promptly drew down the borrowing availability under the Company’s credit facility at the outset of the pandemic and thereafter negotiated its expansion by an additional $40 million, resulting in a sufficient ready cash balance to allow us to continue operations, even if we have negative cash flows from operations, for the foreseeable duration of the pandemic;

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To further preserve liquidity, we temporarily suspended share repurchases and dividend payments;

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We re-upped (with a new counterparty) and expanded an expiring twenty-year-old sale leaseback in respect of certain of our properties, resulting in better contractual terms and an additional $145 million of cash;

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We evaluated potential benefits under the CARES Act and determined to forego seeking Payroll Protection Program (PPP) loans in favor of tax-related savings that we calculated to be worth several million dollars more to the Company. This decision helped us avoid the negative public relations issues which embroiled several of our competitors in the restaurant industry who took (and then gave back) PPP funds; and

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During the pandemic to date, we have not closed a single store for pandemic-related underperformance. Instead, we modified our operating model so that each location has been able to operate profitably on a variable cost basis; i.e., where each store can generate profits by being open and contribute to our overall cash position.

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We have aggressively managed retail inventories and cancelled or reorganized tens of millions of dollars of open orders.

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We furloughed, and have since brought back, certain employees at our Home Office and restructured our organization at both the Home Office and in the field, resulting in an approximate anticipated permanent reduction of approximately 10% of our workforce.

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We have engaged in a comprehensive project to renegotiate contractual terms with landlords and vendors, resulting in material one-time and longer-term savings.

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We have either canceled or reorganized our media spend and altered our marketing strategies, including with respect to digital and billboard marketing, to emphasize our off-premises capabilities, resulting in increased sales in this growing area of our business.

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We have continued to fund and pursue longer-term strategic initiatives, such as the overhaul of our dinner menu, our continued growth of our off-premises business, our investment in new labor and food management systems, the launching of beer and wine throughout the country and our digital investments, to capture market share, improve our business model and better position ourselves for longer-term success.

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We simplified our menu and aggressively managed and reduced food waste to an even greater degree than we normally do.

•

We made the difficult decision to terminate additional funding to Punch Bowl Social after determining that the financial and human capital that would be required to continue and reinvigorate that business following the pandemic would be better invested in our core Cracker Barrel and growing Maple Street Biscuit Company concepts.

•

We have dramatically enhanced our already extensive health and sanitation protocols throughout our system to protect our employees and guests, respond to their heightened expectations in these areas and comply with inconsistent and changing regulatory requirements.

In May, the Company began transitioning back to dine-in and retail activity in many of the jurisdictions where they had been prohibited, albeit with significant capacity limitations and other restrictions. Even in these jurisdictions, however, management continues to redesign systems and procedures to track and accommodate a patchwork of constantly changing regulatory requirements at the state and local level and institute new sanitation procedures and protocols to satisfy changing consumer expectations. While the Company has performed below 2019 levels because of the pandemic, by the end of 2020 we had revived our business to higher levels of sales and profitability than the market had anticipated and, we believe, outperformed many of our casual dining competitors.

All of the foregoing actions and accomplishments were considered in connection with pandemic-related compensation decisions, discussed immediately below.

Covid-19 Pandemic — Compensation Decisions

As an unprecedented worldwide public health and business phenomenon, the pandemic and its ongoing effects have, not surprisingly, raised compensation issues unlike any in the Company’s history. This is particularly true with respect to incentive compensation awards that were issued prior to the emergence of the pandemic and that have been or may be severely impacted in ways that could not have been contemplated at the time such awards were granted. Throughout the pandemic the Compensation Committee and Board have regularly discussed how best to balance and fairly recognize management’s achievements to successfully navigate the pandemic thus far and into the future, while at the same time taking into account the adverse impact of the pandemic on our shareholders and employees.

General Philosophies

After multiple discussions and deliberations spanning over months among Committee members, and with input from other directors and its independent compensation adviser, FW Cook, the Compensation Committee (and the Board, in the case of Ms. Cochran) agreed on the following general philosophies in making decisions regarding pandemic-impacted executive compensation:

•

Alignment with Long Term Shareholders. The Company’s compensation decisions should remain in appropriate alignment with the interests of our shareholders, taking into account the decline in the Company’s share price from the perspective of both shareholders and management, with those impacts appropriately contextualized by the disproportionate impact of the pandemic on the restaurant industry.

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No Above Target Payouts, Repricing or Substitute Awards. No previously-issued incentive compensation awards should be paid above target, no awards should be accelerated and no substitute or repriced awards should be issued.

•

Recognize Employee Efforts and New Important Priorities. The Company should reward management for successfully shepherding the company through the existential threat of the pandemic and acknowledge the extensive level of work required to do so. Additionally, the Company should recognize that the key performance metrics that were appropriate prior to the onset of the pandemic, such as operating income and return on invested capital (“ROIC”), are less appropriate and less indicative of success during the pandemic. Preserving liquidity, retaining and motivating employees, ensuring operational excellence and efficiency and successfully maintaining heightened health and safety standards are presently of greater importance to the long-term success of the Company.

•

Recognize Pre-pandemic Performance and Incentivize the Future. Given the magnitude and dramatic impact of the pandemic, the Company should make adjustments to outstanding incentive compensation awards to exclude the impact of the pandemic to the extent possible, recognizing that (i) the Company was on pace through the end of its second quarter of 2020 to achieve above-target results, and (ii) maintaining a rigid focus on fixed performance goals based on operating income and ROIC would prevent the Company from appropriately rewarding the adaptability, creative thinking and successful execution of new, exigent business priorities by our management team that was and will continue to be needed to respond to the unprecedented and unforeseeable business challenges brought by the pandemic.

•

Retention is Crucial. The retention and continued motivation of executives at and below the NEO level is of paramount importance, given the skills needed to meet the continuing challenges of the pandemic going forward, and given the uncertainties about how long the pandemic will materially and adversely impact the Company’s business and the casual dining industry.

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Maintain Internal Equity. The Company should seek to achieve an equitable balance between the Company’s executive officers and the rest of the Company’s management-level employees, such that the executive officers are not disproportionately benefitted or harmed.

•

Think Holistically. The Company should evaluate executive incentive compensation holistically, taking into account amounts actually received by our executives after factoring in base-salary reductions, lost bonus opportunity and stock price declines.

•

Understand the Landscape. To the extent known amid rapidly changing market conditions, the Company should evaluate and discuss with FW Cook the approaches to similar issues being taken by other companies both within and outside of the Company’s peer group.

Base Salary Reductions

Prior to any decisions having been made regarding pandemic-impacted compensation, our Chief Executive Officer, Ms. Cochran, and the Company’s other executive officers unanimously volunteered to reduce their base salaries beginning in our third quarter and running through the end of the fiscal year. In the case of Ms. Cochran, her base salary was reduced by 50% for the balance of the fiscal year, and the base salaries of all other executive officers, including the other NEOs, were reduced by 25%. Ms. Cochran voluntarily waived contractual rights she has under her employment agreement that otherwise would have prohibited this reduction.

Summary of Pandemic-Related Incentive Compensation Decisions

Guided by the philosophies listed above and in consultation with FW Cook as to their understanding of how other companies, proxy advisory firms and institutional shareholders were considering these and similar issues, and listening to the shareholders with whom the Company spoke as part of its shareholder engagement activities, the Compensation Committee and the Board (in the case of Ms. Cochran) considered all of the outstanding (i.e., previously-granted) incentive compensation awards that are expected to be impacted by the pandemic, which include the 2020 Annual Bonus and all performance-based equity awards issued in prior fiscal years that were based on a performance period impacted or expected to be impacted

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by the pandemic. As discussed in greater detail below, after considering various alternatives and the pros and cons of each in reference to the philosophies outlined above, the Compensation Committee and Board determined that 2020 bonuses should be paid out at 50% of target, while performance-based equity awards should be paid out at target.

Among the various alternatives that the Compensation Committee (and the Board, in the case of Ms. Cochran) considered in determining how to handle previously issued pandemic-impacted equity-based compensation, were paying pandemic-impacted equity awards below or above target, issuing new performance-based awards to wholly or partially offset or replace forfeited or diminished awards, establishing specific methodologies to quantify the impact of the pandemic in any given year, and leaving the matter to be handled on an award by award basis through the exercise of discretion at the date of vesting. The Compensation Committee and the Board also considered the tax and accounting impacts of these alternatives and the fact that the pandemic is still ongoing and there remains significant uncertainty about when it will subside and about its longer-term impacts on the Company and restaurant industry. Given these considerations, they determined that establishing new performance-based awards or leaving decisions to the future would only add to the uncertainties the Company faces, without providing any clear benefit to the Company or confidence to the Compensation Committee or the Board that the information that would underly such decisions would be any more definitive or helpful.

With the foregoing as backdrop, we now discuss our compensation programs and 2020 executive compensation more comprehensively.

Advisory Vote on Executive Compensation

Last year, we held our annual advisory vote to approve Named Executive Officer compensation, commonly known as “Say on Pay.” Approximately 81% of the votes cast (excluding broker non-votes and abstentions) were in favor of our executive compensation as disclosed in our 2019 Proxy Statement. The Company believes that Biglari cast approximately two million votes against our executive compensation as disclosed in our 2019 Proxy Statement. Excluding these votes cast by Biglari, a historically dissident shareholder which is engaging in its fifth proxy contest with the Company as detailed in this Proxy Statement under the heading entitled “Background of the Solicitation”, approximately 92% of the remaining votes cast were in favor of our executive compensation. The Compensation Committee considered these results, as well as other feedback the Company has received from shareholders as part of our shareholder outreach efforts and the Compensation Committee’s ongoing review of our executive compensation programs and determined not to make material changes to our executive compensation programs at the outset of 2020.

Shareholder Engagement and Social Responsibility

The Company engages with shareholders and solicits feedback on a regular basis with respect to a broad range of topics, including performance, strategy, corporate governance, sustainability, and executive compensation-related matters. We inform our Board about the feedback we receive.

In 2020, we once again extended invitations to approximately 25 of our largest shareholders representing approximately 45 percent of our outstanding common stock to meet with members of our senior management team. The resulting discussions focused primarily on the Company’s responses to the pandemic, performance, strategy, compensation philosophy, capital allocation approach, and sustainability efforts. We generally found that the shareholders with whom we had an opportunity to engage were supportive of management and of the Company’s approach and achievements in these areas and were appreciative of our outreach to them.

In addition, we published our first Corporate Social Responsibility report, covering a variety of ESG topics, at the end of November 2019. The report is available on our website at www.crackerbarrel.com.

Role of the Compensation Committee

The Compensation Committee’s primary responsibility is the establishment and approval of compensation and compensation programs for our executive officers that further the overall objectives of our executive compensation program. In fulfilling this responsibility, the Compensation Committee:

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Reviews and approves corporate performance goals for our executive officers;

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Sets cash- and equity-based compensation for our executive officers;

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Designs and administers our equity incentive arrangements;

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Reviews and approves executive benefits and perquisites;

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Assesses potential risks to the Company associated with our compensation programs and reviews;

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Approves employment and change in control agreements of our executive officers;

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Periodically conducts or authorizes studies of matters within its scope of responsibilities; and

•

Periodically retains, at the Company’s expense, independent counsel or other consultants necessary to assist the Compensation Committee in connection with any such studies.

The Compensation Committee makes compensation decisions after reviewing the performance of the Company and carefully evaluating both quantitative and qualitative factors such as an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, long-term potential to enhance shareholder value, current compensation status as shown on tally sheets reflecting current and historical compensation for each executive, and tenure with the Company.

Role of Independent Compensation Consultant

To assist the Compensation Committee with establishing executive compensation, the Compensation Committee retains FW Cook to provide competitive market data, assist in establishing a peer group of companies and provide guidance on compensation structure as well as levels of compensation for our senior executives and the Board. Additionally, this year the Compensation Committee also engaged FW Cook to assist it to assess pandemic-impacted compensation and advise on the approaches the Company and the Compensation Committee might take to address issues arising in connection therewith.

The Compensation Committee consulted with FW Cook in determining the compensation to be awarded to all of the Named Executive Officers, including Ms. Cochran, in 2020, both at the outset of 2020 and during the course of the pandemic. FW Cook reports directly to the Compensation Committee. As required under the Nasdaq Stock Market Rules, the Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC and Nasdaq rules, including, but not limited to, those set forth in Rule 5605(d)(3)(D) of the Nasdaq Stock Market Rules, as applicable. The Compensation Committee concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.

Role of Management

Management plays the following roles in the compensation process:

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Management recommends to our Board of Directors business performance targets and objectives for the annual plan and provides background information about the underlying strategic objectives;

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Management evaluates employee performance;

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Management recommends cash compensation levels and equity awards;

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Management works with the Compensation Committee Chairman to establish the agenda for Compensation Committee meetings;

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The Chief Executive Officer generally makes recommendations to the Compensation Committee regarding salary increases for other executive officers during the regular merit increase process;

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The Chief Executive Officer provides her perspective on recommendations provided by FW Cook regarding compensation program design issues;

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The Chief Executive Officer does not play a role in determining her own compensation; and

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Other members of management, at the request of the Compensation Committee, work with FW Cook to provide data about past practices, awards, costs and participation in various plans, and

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information about our annual and longer-term goals. When requested by the Compensation Committee, selected members of management may also review FW Cook’s recommendations on plan design and structure and provide a perspective to the Compensation Committee on how these recommendations may affect recruitment, retention and motivation of our employees as well as how they may affect us from an administrative, accounting, tax or similar perspective.

Analysis of Peer Group

The Compensation Committee evaluates a variety of factors in establishing an overall compensation program that best fits our overarching goals of maximizing shareholder return and building a stronger company. As one element of this evaluative process, the Compensation Committee, with the assistance of FW Cook, considers competitive market compensation paid by other similarly situated companies and attempts to maintain compensation levels and programs that are comparable to and competitive with those of a peer group of similarly situated companies. Although we do not expressly “benchmark” our compensation relative to that provided by our peers, the Compensation Committee does use the peer group data as a component of its analysis to ensure relative consistency at the median level of our peers. The peer group is reviewed annually by the Compensation Committee, working with FW Cook, and is comprised of the following:

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Organizations of similar business characteristics (i.e., publicly traded organizations in the restaurant and retail industries);

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Organizations against which we compete for executive talent;

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Organizations of comparable size to Cracker Barrel, as measured by primarily by sales but also by market capitalization, enterprise value, and other relevant factors; and

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Organizations with similar geographic dispersion and workforce demographics.

The Company believes that the selection of a peer group to be used for assessing the competitiveness of its executive compensation levels is something that requires reconsideration every year. The Company reviews its peer group on an annual basis and changes certain members of the peer group as the Company refines its comparison criteria and when the Company and members of the peer group change in ways that make comparisons less or more appropriate.

With assistance from FW Cook, the Compensation Committee conducted its annual review of the Company’s peer group in respect of 2020 compensation to confirm the alignment of the Company’s peer group with the Company as summarized above, and to remove any company within the peer group that had been acquired and was no longer publicly traded. After undertaking this review in respect of 2020, the Compensation Committee agreed with FW Cook’s recommendation that the same peer group from 2019 remained appropriately aligned and that no changes were warranted. As a result, the peer group referenced as part of our determining 2020 compensation was comprised of the following 15 publicly-traded companies:

• Big Lots, Inc.	• Darden Restaurants, Inc.	• Jack-in-the-Box, Inc.
• Bloomin’ Brands, Inc.	• Denny’s Corporation	• Red Robin Gourmet Burgers, Inc.
• Brinker International, Inc.	• Dine Brands Global, Inc.	• Tractor Supply, Inc.
• Cheesecake Factory, Inc.	• Domino’s Pizza, Inc.	• The Wendy’s Company
• Chipotle Mexican Grill, Inc.	• Dunkin’ Brands Group, Inc.	• Williams-Sonoma, Inc.

Management and the Compensation Committee, with FW Cook’s assistance, regularly evaluate the marketplace to ensure that our compensation programs remain competitive. In addition to its review of data from the peer group, the Compensation Committee also from time to time consults data from published compensation surveys to assess more generally the competitiveness and the reasonableness of our compensation programs. To the extent that the Compensation Committee “benchmarks” compensation, it relies only on comparisons to the enumerated peer group and survey data. The Compensation Committee, however, does not believe that compensation levels and design should be based exclusively on benchmarking and, therefore, considers various business factors and each executive’s individual circumstances and role within our organization.

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Overview of Compensation Elements

We believe our compensation programs are generally consistent with best practices for sound corporate governance.

	What We Do			What We Do Not Do
	Maintain robust stock ownership and retention guidelines for executives and non-executive directors;			Execute employment agreements containing multi-year guaranties for salary increases, or automatic renewals (i.e., evergreen agreements) for those executive officers that have employment agreements — currently only our Chief Executive Officer;
	Conduct annual risk assessments of our compensation programs;			Provide material perquisites for executives;
	Deliver a majority of the target value of our long-term incentive program (as calculated at the time of grant) through performance-contingent awards;			Offer gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits;
	Only accelerate equity upon change-in-control AND termination (“double trigger” vesting); and			Pay dividends on unvested LTI awards; or
	Maintain anti-hedging, anti-pledging and recoupment (or “clawback”) policies.			Provide special executive retirement programs.

We strive to achieve an appropriate mix between cash payments and equity incentive awards in order to meet our objectives by rewarding recent results, motivating long-term performance and strengthening alignment with shareholders. The Compensation Committee evaluates the overall total direct compensation package relative to market conditions but does not specifically target any percentile for each element of total direct compensation. In conducting this evaluation, the Compensation Committee’s goal is to ensure that a significant majority of each executive officer’s total direct compensation opportunity is contingent upon Company performance and shareholder value creation. The Compensation Committee reviews the compensation mix of each executive on a comprehensive basis to determine if we have provided the appropriate incentives to accomplish our compensation objectives.

In general, our compensation policies have provided for a more significant emphasis on long-term equity compensation than on annual cash compensation for our executive officers. The Compensation Committee believes that the Company’s 2020 pay mix as approved at the outset of 2020 supported the Company’s strong pay for performance culture, as demonstrated by the fact that approximately 83% of our Chief Executive Officer’s target total direct compensation and approximately 63% of our other Named Executive Officers’ target total direct compensation in 2020 were variable or at risk, as represented by the following charts:

[MISSING IMAGE: tm2029239d1-pc_ceoneobw.jpg]

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The following table summarizes the basic elements of our compensation programs and describes the behavior and/or qualities exhibited by our executive officers that each element is designed to encourage as well as the underlying purpose for that element of our compensation program:

Pay Element	What the Pay Element Rewards	Purpose of the Pay Element
Base Salary	• Skills, experience, competence, performance, responsibility, leadership and contribution to the Company	• Provide fixed compensation for daily responsibilities
Annual Bonus Plan	• Annual achievement of profitability (operating income) targets	• Focus attention on meeting annual performance targets and our near-term success, provide additional cash compensation and incentives based on our annual performance
Long-Term Performance Incentives (LTPP and adjustment features of Relative TSR RSUs)	• Achieving multi-year performance goals and value creation	• Focus attention on meeting longer-term performance targets and our long-term success, create alignment with shareholders by focusing efforts on longer-term financial and shareholder returns; Management retention
Long-Term Retention Incentive (time-based RSUs and vesting period features of Relative TSR RSUs)	• Continued service to the Company and its shareholders	• Create alignment with shareholders by focusing efforts on longer-term financial and shareholder returns; Management retention
Health and welfare benefits	• Provide appropriate amount of safety and security for executives and their families (as applicable) in the form of medical coverage as well as death/disability benefits	• Allow executives to focus their efforts on running the business effectively

Base Salary

The Compensation Committee reviews our executive officers’ base salaries annually at the end of the year and establishes the base salaries for the upcoming year. Base salary for our executive officers is determined after consideration of numerous factors, including, but not limited to: scope of work, skills, experience, responsibilities, performance and seniority of the executive, peer group salaries for similarly-situated positions (i.e., a market competitive review) and the recommendation of the Chief Executive Officer (except in the case of her own compensation). Ms. Cochran’s salary is set in accordance with her employment agreement (discussed in greater detail below), subject to increases at the discretion of the Compensation Committee. The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in operating the Company throughout the year.

As discussed above, all of the NEOs (along with our other executive officers) volunteered to accept a reduction of their 2020 base salaries beginning in the third quarter of 2020 through the end of the fiscal year to help the Company manage liquidity and in recognition of the sacrifices being made by furloughed and hourly employees. The reduction was 50% in the case of Ms. Cochran, and 25% in the case of the other NEOs. The NEOs therefore did not receive the base salaries set forth above for 2020. The base salaries actually received by each NEO in 2020 are reflected in the Summary Compensation Table on page [ ].

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Base salaries for 2019 and 2020 for the Named Executive Officers, before and after the voluntary reduction and rounded to the nearest thousand dollars, were as follows:

NAMED EXECUTIVE OFFICER	2019 BASE SALARY			2020 TARGET BASE SALARY			PERCENT CHANGE		2020 ACTUAL BASE SALARY			ACTUAL PERCENT CHANGE
Sandra B. Cochran		$	1,100,000		$	1,150,000		4.5%		$	983,000		-10.6%
Jill M. Golder		$	530,000		$	545,000		2.8%			505,000		-4.7%
Richard M. Wolfson(1)		$	375,000		$	450,000		20.0%			417,000		11.2%
Michael T. Hackney(2)			N/A		$	375,000		N/A			348,000		N/A
P. Douglas Couvillion		$	350,000		$	370,000		5.7%			343,000		-2.0%

(1)

Mr. Wolfson’s salary was increased in order to move his salary and total direct compensation closer to market median.

(2)

Mr. Hackney became an executive officer at the end of 2019.

Annual Bonus Plan

The annual bonus plan is designed to provide our executive officers with the opportunity to receive additional cash compensation based on a targeted percentage of base salary, but only if the Company successfully meets established performance targets. For 2020, executive officers were eligible to receive a bonus, depending upon the Company’s operating income performance relative to a target set at the beginning of the year of $285.67 million.

As stated above, the Company finished its second quarter of 2020 at above-target levels of operating income and was projecting to finish the fiscal year similarly above target. This would have resulted in above-target levels of annual bonus to each of the NEOs. Because of the severe impact of the pandemic in the third and fourth quarters, however, the Company did not achieve anticipated annual operating income necessary to meet threshold levels of performance under the annual bonus plan, which would have resulted in zero payouts to our NEOs and hundreds of other employees in our Home Office and in the field whose annual bonuses are tied to operating income.

To recognize and reward their hard work, extensive time commitment and achievement throughout the first six months of the pandemic the Company committed to pay out special bonuses to all bonus-eligible employees other than the executive officers and NEOs at 50%-75% of target shortly before the end of 2020. The decision as to how to handle 2020 annual bonuses for executive officers and NEOs was determined by the Compensation Committee (and the Board, in the case of Ms. Cochran) approximately six weeks later.

In making its determination regarding bonuses to executive officers, the Compensation Committee (and Board, in the case of Ms. Cochran) assessed the Company’s above-target level of performance during the first half of the year and noted the extraordinary accomplishments of management in leading the Company through the first six months of the pandemic, including the fact that the Company was able to end 2020 with positive operating income, which exceeded management’s and the Board’s expectations at the outset of the pandemic. The Compensation Committee and the Board also believed that executive officers should be treated similarly to lower level employees under the philosophy of internal equity. Guided by this and the other philosophies outlined on page [ ] above, and in consultation with FW Cook, the Compensation Committee (and the Board, in the case of Ms. Cochran) unanimously agreed that it would be appropriate to pay executive officers, including the NEOs, an annual bonus payment equal to 50% of each officer’s target annual bonus for 2020, and that such a payout represented a fair and reasonable estimation of the impact of the pandemic and was appropriate balanced with the interests of shareholders.

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The following table sets forth (i) target 2020 bonuses for the Named Executive Officers, expressed both as a percentage of base salary and in absolute amounts, and (ii) the actual bonuses received by the Named Executive Officers under the 2020 annual bonus plan at 50% of target:

NAMED EXECUTIVE OFFICER	2020 BASE SALARY			2020 BONUS TARGET PERCENTAGE		2020 BONUS TARGET			ACTUAL PAYOUT PERCENTAGE		2020 ACTUAL BONUS
Sandra B. Cochran		$	1,150,000		125%		$	1,437,500		50%		$	718,750
Jill M. Golder		$	545,000		75%		$	408,750		50%		$	204,375
Richard M. Wolfson		$	450,000		65%		$	292,500		50%		$	146,250
P. Douglas Couvillion		$	370,000		65%		$	240,500		50%		$	120,250
Michael T. Hackney		$	375,000		65%		$	243,750		50%		$	121,875

The above 2020 annual bonuses are reflected in the 2019 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page [ ] of this proxy statement.

Long-Term Incentives

The Compensation Committee believes that long-term incentives, particularly equity-based awards, provide a strong alignment of the interests of shareholders and executives and serve as a valuable talent retention tool. Therefore, a significant portion of our executive officers’ total compensation is provided in the form of equity awards, which are granted under our 2010 Omnibus Stock and Incentive Plan (the “2010 Omnibus Plan”). Each year the Compensation Committee considers and discusses various alternatives as to the form and structure of equity-based awards in order to best achieve these goals of shareholder alignment and talent retention.

Long-Term Incentive Arrangements for 2020

Overview. In 2020, the Company’s equity compensation to executive officers was governed by the 2020 Long-Term Incentive Program (“LTIP”). The 2020 LTIP, which was adopted at the start of 2020, is substantially identical to the LTIP used over the prior three years and consists of three components: (i) a Long-Term Performance Plan (LTPP) (the “2020 LTPP”), which represents 50% of the LTIP target value at the time of grant and provides for awards of performance shares tied to the Company’s successful achievement of a pre-determined return on invested capital (“ROIC”) goal over 2020 and 2021; (ii) an RSU Grant with relative TSR modifier (the “2020 Relative TSR Grant”), which represents 25% of the LTIP target value at the time of grant and provides for awards of time-based restricted stock units, with cliff vesting after three years from the date of grant, that may be increased or decreased by 25% of the target award amounts as a result of the Company’s TSR relative to the S&P MidCap 400 Index over 2020, 2021 and 2022; and (iii) a time-based RSU Grant (the “2020 Time-based RSU Grant”), which represents the remaining 25% of the LTIP target value at the time of grant and provides for awards of time-based restricted stock units that cliff-vest after three years from the date of grant, subject to an executive’s continued employment with the Company through the vesting date. The foregoing description is reflected in the following diagram:

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[MISSING IMAGE: tm2029239d1-fc_longterm4c.jpg]

When it approved this structure for use in 2020, the Compensation Committee believed that the foregoing balance of performance and time-based awards properly incentivized executive retention, was consistent with the practices of our closest competitors, and aligned our executives’ interests with those of our shareholders.

Each year the Compensation Committee approves equity grants to executive officers and determines the target percentage of an executive officer’s salary to be represented by each of the 2020 LTPP, the 2020 Relative TSR Grant, and the 2020 Time-based RSU Grant (such percentages are referred to as an “LTPP Percentage,” “Relative TSR Percentage” and “Time-based RSU Percentage,” respectively, and collectively as the executive officer’s “LTIP Percentage”). The Compensation Committee (and the Board, in the case of Ms. Cochran) established the 2020 LTIP Percentages for our executive officers and the relative amount of each component (i.e., each officer’s LTPP Percentage, Relative TSR Percentage and Time-based RSU Percentage) at the same time the Compensation Committee established the 2020 LTIP. Each officer’s LTPP Percentage, RSU Percentage and Time-based RSU Percentage were then used to derive a target award for the officer, expressed as a number of shares, determined by reference to the average closing price of the Company’s common stock during the last 30 calendar days of 2019 and the first 30 calendar days of 2020, which was $169.88.

All awards granted under the LTIP are credited with dividend equivalent rights for any cash dividends paid on the Company’s stock between the award date and the vesting date, based on the number of shares ultimately awarded, and the deferred amounts are settled in cash upon the vesting of the awards at the end of the performance period. No dividends are paid on unvested/unearned shares.

2020 LTPP. For 2020, each executive officer was eligible to receive an 2020 LTPP award (a “2020 LTPP Award”) of up to 200% of a target number of shares, which target was calculated by dividing (i) the product of (x) the executive officer’s LTPP Percentage for the plan year multiplied by (y) his or her base salary at the time the target 2019 LTPP award was determined, by (ii) the average closing price of the Company’s common stock during the last 30 calendar days of 2019 and the first 30 calendar days of 2020, which was $169.88. The actual shares that will be awarded will be forfeited (with the exception of awards granted to Ms. Cochran) if, prior to that time, a participant is terminated or voluntarily resigns other than as a result of (i) retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served and based on actual performance determined at the end of the performance period; or (ii) following a change in control of the Company.

The performance metric for LTPP is ROIC, measured over a two-year performance period. For the 2020 LTPP, the Compensation Committee set a target of cumulative ROIC over 2020 and 2021. Under

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normal circumstances, the Compensation Committee would determine final award amounts based on Company performance relative to these targets at the end of the performance period, i.e., after conclusion of 2021. In light of the severe impact of the pandemic in 2020 and its expected continued impact in 2021, the Compensation Committee recognized that it would be unlikely for the Company to achieve operating income to generate sufficient ROIC to meet applicable thresholds to pay out any 2020 LTPP Awards. Recognizing the loss of retentive value, the high quality performance throughout the first half of 2020 and into the third quarter, and lack of compensation for significant efforts during the pandemic (and otherwise) that would result if the 2020 LTPP Awards were to lapse unpaid as a result of the pandemic, the Compensation Committee (and the Board, in the case of the award to Ms. Cochran) determined to waive the performance requirements and pay out the 2020 LTPP Awards at target when they vest at the end of 2021. The 2020 LTPP Awards will not be accelerated, and grantees must remain employed by the Company through the time of vesting to receive them. In effect, these grants became time-vested awards subject to forfeiture, due upon completion of the two-year period.

In reaching this decision, the Compensation Committee and Board, in consultation with FW Cook, followed the philosophies enumerated on page [ ] of this proxy statement, particularly with respect to the philosophies around retention, balancing of interests and equitable treatment of our executives. They further noted that adherence to these same philosophies had caused the Company to pay out at target certain cash-denominated long-term incentive plans that impact approximately 75 members of management below the executive officer level (which awards are also based on the achievement of ROIC over the same two-year performance period and also would have been forfeited). The Compensation Committee and Board determined that it would be consistent and appropriate under the philosophy of internal equity to treat the 2020 LTPP Awards to executive officers in the same manner.

The following table summarizes the target 2020 LTPP Awards for each of our Named Executive Officers at the time of grant. As indicated above, the awards will pay out at target in September 2021:

NAMED EXECUTIVE OFFICER	LTPP PERCENTAGE		BASE SALARY			LTPP TARGET VALUE			LTPP TARGET AWARD (# Shares)
Sandra B. Cochran		190.0%		$	1,150,000		$	2,185,000		12,862
Jill M. Golder		75.0%		$	545,000		$	408,750		2,406
Richard M. Wolfson		60.0%		$	450,000		$	270,000		1,589
P. Douglas Couvillion		37.5%		$	370,000		$	138,750		816
Michael T. Hackney		37.5%		$	375,000		$	140,625		827

2020 Relative TSR Grant. Under the 2020 Relative TSR Grant, each executive officer was eligible to receive a target RSU award, which target was calculated by dividing (i) the product of (x) the executive’s Relative TSR Percentage for 2020 multiplied by (y) his or her base salary at the time the target 2020 Relative TSR Grant was determined, by (ii) the average closing price of the Company’s common stock during the last 30 calendar days of 2019 and the first 30 calendar days of 2020, which was $169.88. At the time the 2020 Relative TSR Grant was granted the possible number of shares that could ultimately be awarded upon vesting could range from 75% to 125% of the target 2020 RSU Grant, pursuant to a potential adjustment based on the Company’s TSR performance relative to the S&P MidCap 400 Index (the “Index”) over the three-year performance period.

The actual shares that will be awarded will be forfeited (with the exception of awards granted to Ms. Cochran) if, prior to the end of the three-year performance period, a participant is terminated or voluntarily resigns, other than (i) as a result of retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, in which case such awards will be prorated for time served during the performance period prior to retirement and based on actual performance determined at the end of the performance period, or (ii) in the event of a change in control of the Company.

Under our normal approach taken in past years, the Compensation Committee (and the Board, in the case of Ms. Cochran) would determine final award amounts based on Company performance relative to the Index at the end of the performance period, i.e., after the conclusion of 2022. In light of the severe and unforeseeable economic impact of the pandemic on the Company and the restaurant industry relative to the companies within the Index, however, the Compensation Committee (and the Board, in the case of the

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award to Ms. Cochran) determined at the end of 2020 that it would be better to forego any adjustment of the 2020 Relative TSR grants, either up or down, on the basis of the Company’s performance vs. the Index (which could result in the executive officers receiving less or more than target) and instead pay out the 2020 Relative TSR Grants at target when they vest at the end of 2022. The 2020 Relative TSR Grants will not be accelerated, and grantees must remain employed by the Company through the time of vesting to receive them. In effect, these grants became time-vested awards subject to forfeiture, due upon completion of the three-year period.

In reaching this decision, the Compensation Committee and Board followed the philosophies enumerated on page [ ] of this proxy statement, particularly with respect to the philosophies around retention, balancing of interests and equitable treatment of our executives. They noted that the 2020 Relative TSR Grants were primarily intended to retain executives while providing a modest amount of additional downside and upside if the Company performed exceptionally poorly or well against the Index and that this performance-based element had been essentially frustrated by the unforeseeable and extreme market-wide stock price effects of the pandemic. To preserve what the Compensation Committee judged to be the more important element of the retentive value of the awards, and to avoid either a detriment or a windfall to the executives, the Compensation Committee (and the Board, in the case of Ms. Cochran) therefore resolved to treat the 2020 Relative TSR Grants as time-based awards, cliff vesting at the end of 2022.

The following table summarizes the target 2020 Relative TSR Grants for each of our Named Executive Officers. As indicated above, these awards will pay out at target in September 2022:

NAMED EXECUTIVE OFFICER	RELATIVE TSR RSU PERCENTAGE		BASE SALARY			TARGET $ VALUE			TARGET NO. RSUS
Sandra B. Cochran		95.0%		$	1,150,000		$	1,092,500		6,431
Jill M. Golder		37.5%		$	545,000		$	204,375		1,203
Richard M. Wolfson		30.0%		$	450,000		$	135,000		794
P. Douglas Couvillion		18.75%		$	370,000		$	69,375		408
Michael T. Hackney		18.75%		$	375,000		$	70,313		413

2020 Time-based RSUs. Each executive officer was eligible to receive a target 2020 Time-based RSU award, which target was calculated by dividing (i) the product of (x) the executive’s Time-based RSU Percentage for the plan year multiplied by (y) his or her base salary at the time the target 2020 Time-based RSU was determined by (ii) $169.88, which was the average closing price of the Company’s common stock during the last 30 calendar days of 2019 and the first 30 calendar days of 2020. Each executive officer’s 2020 Time-based RSU award will cliff-vest three years from the date of grant, so long as he or she is employed by the Company on the vesting date. The 2020 Time-based RSUs will be forfeited (with the exception of awards granted to Ms. Cochran) if, prior to the end of the three-year vesting period, a participant is terminated or voluntarily resigns other than (i) as a result of retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served; or (ii) in the event of a change of control of the Company. The 2020 Time-based RSUs are intended as a long-term retention incentive and, consequently, are not conditioned upon the Company’s achievement of any pre-established level of operating income or other performance goals. Because of this, no changes were made to these awards in respect of the pandemic.

The following table summarizes the 2020 Time-based RSUs for each of our Named Executive Officers:

NAMED EXECUTIVE OFFICER	TIME-BASED RSU PERCENTAGE		BASE SALARY			TARGET VALUE			NO. OF RSUS GRANTED
Sandra B. Cochran		95.0%		$	1,150,000		$	1,092,500		6,431
Jill M. Golder		37.5%		$	545,000		$	204,375		1,203
Richard M. Wolfson		30.0%		$	450,000		$	135,000		794
P. Douglas Couvillion		18.75%		$	370,000		$	69,375		408
Michael T. Hackney		18.75%		$	375,000		$	70,313		413

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In addition to the above-described LTIP Awards granted in respect of 2020, our executive officers also have other performance-based equity awards that remain outstanding or received payments of performance-based equity awards that were granted in prior years and tied to a performance period which ended in 2020. These are described below.

Payment of 2019 LTPP Awards

On September 25, 2018, each of our NEOs other than Mr. Hackney received a grant of LTPP Awards (the “2019 LTPP Awards”) the payout of which was tied to the Company’s achievement of ROIC over 2019 and 2020. As a result of the unforeseeable and severe economic impact of the pandemic in 2020, however, the Compensation Committee recognized that the Company would not be able to achieve enough operating income to generate sufficient ROIC to pay out the 2019 LTPP Awards, and that these awards would expire worthless. As a result, the Compensation Committee (and the Board, in the case of the award to Ms. Cochran) decided to waive the performance requirements and pay out the 2019 LTPP Awards at target.

In reaching this decision, the Compensation Committee and Board followed the philosophies enumerated on page [ ] of this proxy statement, particularly with respect to the philosophies around recognition of pandemic-related efforts/performance, executive retention, balancing of interests and equitable treatment of our executives. They further noted that based on adherence to these same philosophies, the Company had committed to pay out at target certain cash-denominated long-term incentive plans that impact approximately 75 members of management below the executive officer level (which awards are also based on the achievement of ROIC over the same two-year performance period and also would have been forfeited), and determined that under the philosophy of internal equity it would be appropriate and consistent to treat the 2019 LTPP Awards to our executive officers similarly. Finally, they noted that each executive officer would receive less value than originally targeted by the Compensation Committee (and the Board, in the case of Ms. Cochran) when the 2019 LTPP Awards were granted due to the unforeseeable sudden decline in the Company’s stock price, which decline the Compensation Committee (and the Board, in the case of Ms. Cochran) attributed to the pandemic and not matters within management’s control. In the view of the Compensation Committee (and the Board, in the case of Ms. Cochran) this negative impact to award value sufficiently aligned the experience of our executive officers with that of our shareholders without being compounded by further reductions as a result of failure to meet performance conditions that were necessarily set without anticipation of a market-wide price dislocation such as that prompted by the pandemic.

Elimination of TSR Adjustment for 2019 Relative TSR Grants

As with the 2020 Relative TSR Grants discussed above, in light of the severe and unforeseeable economic impact of the pandemic on the Company and the restaurant industry relative to the companies within the TSR Index applicable to the Company’s Relative TSR awards, the Compensation Committee (and the Board, in the case of Ms. Cochran) determined at the end of 2020 that it would be better to forego any adjustment of the 2019 Relative TSR grants, either up or down, on the basis of the Company’s performance vs. the Index (which could result in the executive officers receiving less or more than target) and instead pay out the 2019 Relative TSR Grants at target when they vest at the end of 2021.

In reaching this decision, the Compensation Committee and Board followed the philosophies enumerated on page [ ] of this proxy statement, particularly with respect to the philosophies around retention, balancing of interests and equitable treatment of our executives. They noted that the 2019 Relative TSR Grants were primarily intended to retain executives while providing only a modest amount of additional downside and upside if the Company performed exceptionally poorly or well against the Index and that this performance-based element had been essentially frustrated by the unforeseeable and extreme market-wide stock price effects of the pandemic. To preserve what the Compensation Committee (and the Board, in the case of Ms. Cochran) judged to be the more important element of the retentive value of the awards, and to avoid an unfair detriment or windfall to the executives, the Compensation Committee (and the Board, in the case of Ms. Cochran) therefore resolved to treat the 2019 Relative TSR Grants as time-based awards, cliff vesting at the end of 2021. The 2019 Relative TSR Grants will not be accelerated, and grantees must be employed by the Company at the time of vesting to receive them.

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Payment of 2018 Relative TSR Grants

All of our NEOs other than Mr. Hackney received awards of RSUs at the outset of 2018 (the “2018 Relative TSR Grants”). The 2018 Relative TSR Grants were an award of RSUs that were subject to adjustment based on the Company’s TSR performance over a three year period (2018, 2019and 2020) relative to the Index.

The Company’s TSR for the period, is calculated as follows:

(Change in price of our common stock during 3-year performance period + dividends paid during 3-year performance period)

Price of our common stock at the start of the performance period

The Company’s TSR performance for the three year period applicable to the 2018 Relative TSR Grants was 22.63%, which was in the 42nd percentile of the Index and thus led to a target payout of the 2018 Relative TSR Grants (i.e., 100%, with no adjustment up or down).

Realizable Pay Analysis

Despite the adjustments that the Compensation Committee (and the Board, in the case of Ms. Cochran) made to incentive compensation that was impacted by the pandemic, our executive officers’ realizable pay for 2020 remained below their respective target pay and reflected the general performance of the Company for the year. While many of the required compensation disclosures under SEC rules represent awards that may be earned, realizable pay considers pay that is actually earned. The following chart demonstrates how, over the three-year period of 2018, 2019 and 2020, when the Company’s Total Shareholder Return declined by 20%, Ms. Cochran’s realizable total direct compensation declined by 28% from her target total direct compensation for that same period, from $19,993,000 to $14,363,000:

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[MISSING IMAGE: tm2029239d1-bc_ceoaggrebw.jpg]

In the chart above, Ms. Cochran’s “Target Pay” reflects the following:

•

Ms. Cochran’s aggregate base salary for 2018, 2019 and 2020, as approved by the Board at the outset of each such year

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Ms. Cochran’s aggregate target bonus opportunity for performance under the Company’s Annual Bonus Plan in each of 2018, 2019 and 2020, as approved by the Board at the outset of each such year

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The grant date fair value of the target levels of 2019 and 2020 LTPP Awards granted to Ms. Cochran at the outset of 2019 and 2020, based on the closing stock price on the respective grant dates of such awards

•

The grant date fair value of the 2018, 2019 and 2020 Relative TSR Awards and Time-Based Awards granted to Ms. Cochran at the outset of 2018, 2019 and 2020, based on the closing stock price on the respective grant dates of such awards

In contrast, Ms. Cochran’s “Realizable Pay” in the above chart reflects the following:

•

Ms. Cochran’s actual base salary for 2018, 2019 and 2020, which reflects the reduction in Ms. Cochran’s base salary during the third and fourth quarters of 2020

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•

Ms. Cochran’s actual bonus paid in respect of performance in each of 2018, 2019 and 2020 under the Company’s Annual Bonus Plans for such years, including the payout of the 2020 Annual Bonus Plan at 50% of target

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The fair value of the 2019 and 2020 LTPP Awards granted to Ms. Cochran, based on the closing stock price on the last day of 2020 of $110.47

•

The fair value of the 2018, 2019 and 2020 Relative TSR Awards and Time-Based Awards granted to Ms. Cochran, based on the closing stock price on the last day of 2020 of $110.47

Health and Welfare Benefits

We offer a group insurance program consisting of life, disability and health insurance benefit plans that cover all full-time management and administrative employees, and a supplemental group term life insurance program that covers our Named Executive Officers and certain other management personnel. Aside from the annual recalibration of benefit costs and the associated premium changes that affect all participants, no significant changes were made to our health and welfare benefits for our Named Executive Officers during 2020.

Severance and Change in Control Provisions

None of our current Named Executive Officers has an employment agreement other than Ms. Cochran, which governs her arrangement relating to severance and/or a change in control of the Company (a “CIC Transaction”). All of our other Named Executive Officers, along with all of the Company’s other executive officers, have entered into (i) severance agreements (“Severance Agreements”) that govern the terms of their involuntary separation from the Company other than in connection with a CIC Transaction; and (ii) change in control agreements (“CIC Agreements”) that govern their employment by the Company and the terms of their involuntary separation from the Company following a CIC Transaction. These agreements, which are summarized as they apply to our Named Executive Officers below, were not amended in 2020.

The Severance Agreements are intended to attract and retain executive talent by providing executives with reasonable assurance that if their employment relationship with the Company is involuntarily terminated in certain circumstances other than for cause they will have sufficient resources to be able to transition to other professional opportunities. While the CIC Agreements are also intended as a recruitment and retention tool, they are additionally intended to ensure that the Company will have the continued dedication, focus and objectivity from key executives in the event of a proposed CIC Transaction, and thus maintain the alignment of our executives’ interests with those of our shareholders.

The Employment Agreement, Severance Agreement and CIC Agreements are described in greater detail below. Potential payments pursuant to these agreements to our Named Executive Officers under various termination scenarios are more fully described under “Executive Compensation — Compensation Tables and Information — Potential Payments Upon Termination or Change in Control” below, including the table on page [ ] of this proxy statement.

Severance Benefits Specific to Ms. Cochran

The Company and Ms. Cochran are parties to an employment agreement (the “Employment Agreement”) entered into on July 27, 2018, which governs the severance benefits to be received by Ms. Cochran. Under the Employment Agreement, Ms. Cochran’s employment with the Company is “at will” and either party may terminate the agreement at any time, but Ms. Cochran will be entitled to certain severance benefits in the event that her employment with the Company is terminated under certain circumstances. If Ms. Cochran’s employment is terminated by the Company without cause (as defined in the agreement) or terminated by Ms. Cochran with good reason (as defined in the agreement) prior to July 27, 2023 and outside of a CIC Transaction, Ms. Cochran will be entitled to receive (i) a lump sum payment of accrued obligations, including, among other things, her base salary through the date of termination and reimbursement for any business expenses to the extent not previously paid (“accrued obligations”), (ii) two times the sum of (x) her then-current annual base salary and (y) then-current target bonus payable in installments ratably over 24 months following termination, (iii) a lump sum payment equal to her annual

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bonus for the fiscal year in which the termination occurs, prorated based on the number of days elapsed between the beginning of the fiscal year and the termination date, to the extent the applicable performance goal is subsequently achieved, and (iv) a lump sum amount equal to 24 times the monthly COBRA premium amount applicable as of the termination date. Additionally, the Employment Agreement provides for acceleration of vesting of long-term incentive awards held by Ms. Cochran at the time of termination without cause or with good reason within the first five years following the execution of the agreement (i.e., until July 27, 2023). Specifically, Ms. Cochran’s outstanding long-term incentive awards that vest with the passage of time (“time-based awards”) will accelerate and vest in full upon termination, and her long-term incentive awards that vest depending upon the Company’s performance (“performance-based awards”) will vest in full, but only when and to the extent the applicable performance goals are subsequently achieved.

If Ms. Cochran’s employment is terminated without cause or for good reason after July 27, 2023, then in lieu of the benefits summarized above she will be entitled to receive only (i) the accrued obligations and (ii) 1.50 times the sum of (x) current annual base salary and (y) target current year bonus payable in installments, with no payment of a prorated target bonus for the termination year, no vesting of unvested long-term incentive awards, and no payment for health and welfare benefits continuation.

The payment of the foregoing severance benefits, exclusive of the accrued obligations, is subject to execution by Ms. Cochran of a comprehensive release of claims against the Company. If Ms. Cochran’s employment is terminated by the Company for cause or if Ms. Cochran terminates her employment by voluntarily quitting without good reason, then she would be entitled to receive only the accrued obligations.

If Ms. Cochran retires after providing to the Company at least 12 months’ advance of her intent to retire, Ms. Cochran’s outstanding time-based awards will vest in full in accordance with the original vesting schedule set forth in the applicable award agreements and her performance-based awards will vest in full to the extent the applicable performance goals are subsequently achieved, all as if she had remained employed by the Company following her retirement throughout the applicable vesting periods. In other words, no award accelerates upon retirement and all performance-based awards remain subject to the Company’s achievement of all applicable performance criteria.

As indicated above, Ms. Cochran voluntarily waived her rights to claim good reason termination in connection with the reduction of her base salary during the third and fourth quarters of 2020.

Severance Agreement for all other Named Executive Officers

Each Named Executive Officer who is a party to the Severance Agreement will be entitled to receive severance benefits of 12-18 months’ base salary continuation and continuation of benefits under COBRA (with the executive responsible for paying the premiums), depending on his/her length of service, as a result of the termination of his/her employment by the Company other than for “cause” or by the executive for “good reason” (each as defined in the agreement).

To receive the foregoing benefits, the executive must execute a comprehensive release in favor of the Company, waiving any claims the executive may have against the Company. In addition to obligating the executive to maintain confidentiality of Company information and return all Company property, the Severance Agreement further obligates the executive (i) not to work as an employee or consultant for any “multi-unit restaurant business that offers full service family or casual dining” for a period of six months following the severance event or the remainder of the severance payment period, whichever is shorter; and (ii) not to solicit the employees or customers of the Company for a period of 12 months following the severance event or the remainder of the severance payment period, whichever is shorter.

The Severance Agreement has an initial term of three years and will automatically renew each year thereafter unless the Company provides the executive with 90 days’ written notice of its intention not to renew prior to the expiration of the then-current term.

Change in Control Benefits for Ms. Cochran

Ms. Cochran’s Employment Agreement contains certain benefits in the event that her employment with the Company is terminated in connection with a change in control. The Employment Agreement contains a “double trigger,” and in the event that a change in control of the Company (as defined in the agreement)

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occurs during the term of the Employment Agreement, and her employment is terminated without cause or terminated by Ms. Cochran with good reason within 90 days prior to or two years following the change in control, Ms. Cochran will be entitled to receive (i) a lump sum payment of accrued obligations, (ii) a lump sum payment of three times the sum of (x) current annual base salary and (y) target current year bonus, (iii) a lump sum payment equal to her target bonus for the fiscal year in which the termination occurs, prorated based on the number of days elapsed between the beginning of the period and the termination date, (iv) acceleration and immediate vesting of all long-term incentive awards, with time-based awards vesting in full and performance-based awards vesting at target level, and (v) a lump sum amount equal to 24 times the monthly COBRA premium amount applicable as of the termination date.

The Employment Agreement does not entitle Ms. Cochran to receive any gross-up payment to reimburse her for any excise tax under Sections 280G and 4999 of the Code, as amended. Ms. Cochran will be subject to noncompetition, non-solicitation and confidentiality restrictions following the termination of her employment. The agreement obligates Ms. Cochran not to own or work as an employee or consultant for any multi-unit restaurant business that offers full service family or casual dining or to solicit the Company’s employees for a period of two years following the termination of her employment.

CIC Agreements

The CIC Agreement becomes effective only in the event of a CIC Transaction, as defined in the agreement. Once it takes effect, the Company agrees to employ the executive, and the executive agrees to remain in the employ of the Company, from the date of a change in control to the earlier to occur of the second anniversary of such change in control or the executive’s normal retirement date. During this period of employment, the Company agrees to provide the executive with (i) base salary at least equal to the highest base salary which the executive was paid during the 24 calendar months immediately prior to the change in control, (ii) the right to participate, at the highest target percentage rate or target participation level at which he/she participated during the 12-month period prior to the change in control, in the Company’s bonus and equity incentive compensation plans; and (iii) the same employee benefits and perquisites which the executive received (or had the right to receive) during the 12 months immediately prior to the date of the change in control.

The CIC Agreement has an indefinite term but may be terminated by the Company upon not less than one year’s prior written notice to the executive if (i) the Company has not received any proposal or indication of interest from a party regarding, nor is the Company’s Board of Directors then considering, a potential change in control transaction; and (ii) the Company terminates the CIC Agreements for all similarly situated executives and not just the individual.

The CIC Agreement is “double trigger”, and no payments or equity awards are paid out immediately upon the change in control. The executive does not have any right to receive any gross-up payment in reimbursement of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If amounts payable under the CIC Agreement would be subject to such excise tax, then the executive will pay the tax or such amounts will be reduced to a level where the excise tax no longer applies, whichever is more beneficial to the executive.

In the event that employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each as defined in the agreement) at any point during the 24 months following a change in control, then, in addition to any accrued and unpaid salary, bonus, benefits and vacation time, the terminated executive is entitled to (i) a lump-sum cash payment equal to two times the sum of his/her annual salary and target annual bonus for the year in which termination occurs, (ii) his/her annual bonus for the year in which termination occurs, pro-rated to his/her actual period of service during that year; (iii) continued health and welfare benefits and perquisites for the two-year period following termination at no greater cost to the executive; and (iv) the payment of the cash-out of his/her equity awards, as described below.

Unless an individual equity award agreement provides the executive with immediate vesting of the award upon a change in control (in which case the terms of such award agreement will apply), under the CIC Agreement, all of the executive’s outstanding and unvested equity awards and accrued dividends at the time of the change in control occurs will be converted to cash at their target level of award, which, depending on the Company’s projected performance at the time of conversion, could be beneficial or detrimental to the

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executive. The converted cash will earn interest at the rate of 1.5% over the 10-year Treasury Bill rate in effect at the beginning of each month and will be paid to the executive upon the earliest to occur of (i) the second anniversary of the change in control; (ii) the date(s) on which the underlying awards would have otherwise vested or been paid; or (iii) the date of a qualifying termination of the executive’s employment under the CIC Agreement.

Perquisites/Retirement Benefits

We provide very limited perquisites and other benefits to our Named Executive Officers aside from participation in benefit plans that are broadly applicable to our full-time employees. Indeed, the only perquisite that we provided exclusively to our executive officers was a modest financial planning assistance benefit. Moreover, once the pandemic began, management voluntarily suspended this benefit and executive physicals (which was a benefit offered to all officers) in light of the financial pressures created by the pandemic.

All perquisites that are received by Named Executive Officers are reflected in the Summary Compensation Table on pages [ ] – [ ] of this proxy statement under the “All Other Compensation” column and related footnote.

As far as other perquisites are concerned, we note that:

•

Named Executive Officers do not have use of a Company vehicle;

•

Named Executive Officers may not schedule the Company aircraft for personal travel;

•

We do not have a defined benefit pension plan or SERP; and

•

We do not provide a number of perquisites that are provided by other companies, such as club memberships or drivers.

Other Executive Compensation Policies and Guidelines

Stock Ownership Guidelines

We have stock ownership guidelines (the “Ownership Guidelines”) covering all executive officers, which are posted on our website at www.crackerbarrel.com. The Ownership Guidelines emanate from the Compensation Committee’s belief that executives and directors should accumulate a meaningful level of ownership in Company stock to align their interests with shareholders. The Ownership Guidelines are based on a multiple of base salary for executive officers and the total annual cash retainer for non-employee directors. The Chief Executive Officer’s guideline is five times base salary, the Chief Financial Officer’s guideline is three times base salary and any other executive officer’s guideline is two times base salary. No officer may sell or otherwise dispose of any shares until his or her aggregate ownership satisfies these requirements. Our non-employee directors are subject to a guideline of six times the annual cash retainer paid to such non-employee director. Calculations to determine compliance with the Ownership Guidelines are made during the first quarter of each year, and are based upon (i) with respect to executive officers, each officer’s base salary applicable at the time of such calculation and (ii) the average closing price of the Company’s common stock, as reported by Nasdaq, for each trading day during the last 30 calendar days of the preceding year and the first 30 calendar days of the year in which the calculation is performed. For 2020, the Ownership Guidelines for our Named Executive Officers were as follows:

Executive Officer	Multiple of Base Salary
Sandra B. Cochran		5X
Jill M. Golder		3X
Richard M. Wolfson		2X
P. Douglas Couvillion		2X
Michael T. Hackney		2X

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Executive officers and non-employee directors must retain 100% of the net number of shares of common stock acquired (after payment of exercise price, if any, and taxes) upon the exercise of stock options and the vesting of restricted stock or RSUs granted until they achieve compliance with the applicable guideline. Once achieved, ownership of the guideline amount must be maintained for as long as the executive officers and non-employee directors are subject to the Ownership Guidelines. Executive officers and non-employee directors who do not comply with the Ownership Guidelines may not be eligible for future equity awards. If an executive officer or non-employee director falls below the required ownership threshold, he or she will be prohibited from selling shares of Company common stock until he or she meets the ownership thresholds.

Anti-Hedging and Anti-Pledging Policy

The Company’s anti-hedging and anti-pledging policy (the “Anti-Hedging and Anti-Pledging Policy”) prohibits directors and officers from directly or indirectly engaging in hedging against future declines in the market value of the Company’s securities through the purchase of financial instruments designed to offset such risk and from pledging the Company’s securities as collateral for margin and other loans. The Compensation Committee considers it improper and inappropriate for directors and officers of the Company to engage in hedging transactions to mitigate the impact of changes in the value of the Company’s securities. Similarly, placing the Company’s securities in a margin account or pledging them as collateral may result in their being sold without the director’s or officer’s consent or at a time when the director or officer is in possession of material nonpublic information of the Company. When any of these types of transactions occurs, the director’s or officer’s incentives and objectives may be less closely aligned with those of the Company’s other shareholders, and the director’s or officer’s incentive to improve the Company’s performance may be (or may appear to be) compromised.

Under the Anti-Hedging and Anti-Pledging Policy, no director or officer may, directly or indirectly, engage in any hedging transaction that reduces or limits the director’s or officer’s economic risk with respect to the director’s or officer’s holdings, ownership or interest in the Company’s securities, including outstanding stock options, stock appreciation rights or other compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities.

Prohibited transactions include the purchase by a director or officer of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative securities that are designed to hedge or offset a change in market value of the Company’s securities, as well as any transaction that places the Company’s securities in a margin account or pledges them as collateral for loans or other obligations.

Compensation Risk Analysis

The Compensation Committee is responsible for overseeing our incentive compensation arrangements, for aligning such arrangements with sound risk management and long-term growth and for verifying compliance with applicable regulations. The Compensation Committee conducted an internal assessment of our executive and non-executive incentive compensation programs, policies and practices. The Compensation Committee reviewed and discussed: the various design features and characteristics of the Company-wide compensation policies and programs; performance metrics; and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and FW Cook, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Recoupment Provisions

The Company may recover any incentive compensation awarded or paid pursuant to an incentive plan based on (i) achievement of financial results that were subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either GAAP or the federal securities laws, other than as a result of changes to accounting rules and regulations, or (ii) a subsequent finding that the financial information or performance metrics used by the Compensation Committee to determine the amount of the incentive compensation were materially inaccurate, in each case regardless of individual fault. In addition, the Company may recover any incentive compensation awarded or paid pursuant to any

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incentive plan based on a participant’s conduct which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates.

Impact of Tax and Accounting Treatments on Compensation

Although the accounting and tax treatment of executive compensation generally has not been a factor in the Compensation Committee’s decisions regarding the amounts of compensation paid to our executive officers, it has been a factor in the compensation mix as well as the design of compensation programs. We have attempted to structure our compensation to maximize the tax benefits to the Company (e.g., deductibility for tax purposes) and to appropriately reward performance. The accounting treatment of differing forms of equity awards presently used to compensate our executives varies. However, the accounting treatment is not expected to have a material effect on the Compensation Committee’s selection of differing types of equity awards.

Sections 280G and 4999

As described above, Ms. Cochran has an Employment Agreement and we provide our Named Executive Officers other than Ms. Cochran with Severance and CIC Agreements. Neither Ms. Cochran nor any of our other Named Executive Officers has a right under these agreements or otherwise to receive any gross-up payment to reimburse such executive officer for any excise tax under Sections 280G and 4999 of the Code.

Section 162(m)

The Compensation Committee has historically considered the impact of Section 162(m) of the Code in the design of its compensation strategies. Under Section 162(m) of the Code, compensation paid to executive officers in excess of $1.0 million in any year cannot be taken by us as a tax deduction unless the compensation constitutes “qualified performance-based compensation” within the meaning of Section 162(m). The Compensation Committee and the Company designed our compensation structure in an attempt to maximize deductibility of compensation under Section 162(m) to the extent practicable while maintaining a competitive, performance-based compensation program. However, the Compensation Committee and the Company also believe that they must (and do) reserve the right to award compensation which they each deem to be in the best interests of the Company and our shareholders, but which may not be fully tax deductible under Section 162(m). Moreover, this exception allowing the full deductibility of “qualified performance-based compensation” does not apply to compensation paid after January 1, 2018 unless paid pursuant to a written binding contract that was in effect on November 2, 2017.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. Based on its review and discussions of the CD&A with management, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2020.

This report has been submitted by the members of the Compensation Committee:

Coleman H. Peterson, Chair
Thomas H. Barr
Meg Crofton
William W. McCarten

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COMPENSATION TABLES AND INFORMATION

Summary Compensation Table

The following table sets forth information regarding the compensation for the Named Executive Officers during 2018, 2019 and 2020.

Name and Principal Position	Year		Salary(1)			Restricted Stock/RSU Awards(2)			Non-Equity Incentive Plan Compensation(3)			All Other Compensation(4)			Total
			($)			($)			($)			($)			($)
Sandra B. Cochran, President and Chief Executive Officer		2020		$	982,292		$	4,265,425		$	718,750		$	249,974		$	6,216,441
		2019		$	1,100,000		$	4,118,860		$	1,359,996		$	406,079		$	6,984,935
		2018		$	1,100,000		$	3,924,884		$	781,517		$	428,201		$	6,234,602
Jill M. Golder, Senior Vice President and Chief Financial Officer		2020		$	505,260		$	797,902		$	204,375		$	37,923		$	1,545,461
		2019		$	530,000		$	731,022		$	409,544		$	60,106		$	1,730,672
		2018		$	510,000		$	589,849		$	220,555		$	85,758		$	1,406,162
Richard M. Wolfson, Senior Vice President, General Counsel and Secretary		2020		$	417,188		$	526,793		$	146,250		$	55,331		$	1,145,561
		2019		$	375,000		$	1,170,693		$	251,136		$	88,245		$	1,885,074
		2018		$	350,000		$	492,763		$	129,738		$	30,049		$	1,002,550
P. Doug Couvillion, Senior Vice President, Sourcing & Supply Chain		2020		$	343,021		$	270,610		$	120,250		$	35,291		$	769,172
		2019		$	350,000		$	241,314		$	234,393		$	44,995		$	870,702
		2018		$	330,000		$	222,497		$	91,743		$	42,366		$	686,606
Michael T. Hackney,(5) Senior Vice President, Restaurant and Retail Operations		2020		$	347,656		$	274,091		$	121,875		$	17,979		$	761,601

(1)

Amounts in this column reflect the actual base salary earned by the NEO in 2020, 2019 and 2018, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. For 2020, the amounts reflect the voluntary reductions in base salary agreed to by each NEO during the third quarter of 2020.

(2)

The amounts disclosed in this column reflect the aggregate grant date fair value of awards for 2020, 2019 and 2018, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Specifically, the amounts provided for 2020 reflect the aggregate grant date fair value of the Named Executive Officer’s (i) time-based award under the 2020 Time-based RSU and (ii) performance-based awards under the 2020 LTPP and 2020 Relative TSR Grant.

For the performance-based awards, the aggregate grant date fair value has been determined assuming the probable outcome of the performance condition on the date of the grant (i.e., the achievement of the target performance level). Assuming an outcome of performance conditions at the maximum level for the performance-based awards, the aggregate grant date fair value of all the stock awards made to each Named Executive Officer in 2020 (including the time-based award) are as follows:

Name	Year		Aggregate Grant Date Fair Value at Maximum Performance Level
Sandra B. Cochran		2020		$	6,625,414
Jill M. Golder		2020		$	1,239,267
Richard M. Wolfson		2020		$	818,266
P. Douglas Couvillion		2020		$	420,342
Michael T. Hackney		2020		$	425,782

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For information regarding the compensation cost of the awards and the assumptions used to calculate the grant date fair value of the awards, see Note 10 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Reports on Form 10-K for 2020, 2019 and 2018.

(3)

Amounts in this column reflect the aggregate grant date fair value earned by the NEO in 2020, 2019 and 2018, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.

(4)

The table below sets forth information regarding each component of compensation included in the “All Other Compensation” column of the Summary Compensation Table above.

(5)

Mr. Hackney became an executive officer of the Company on May 1, 2019.

All Other Compensation

	Year		Life Insurance			Long-term Disability(a)			Dividend Equivalents on Shares of Restricted Stock(b)			Company Match Under Non-Qualified Deferred Compensation Plan			Company Match Under 401(k) Plan			Other(c)			Total
Sandra B. Cochran		2020		$	19,560		$	1,728		$	196,331		$	30,103		$	2,252		$	0		$	249,974
Jill M. Golder		2020		$	318		$	1,552		$	34,351		$	1,703		$	0		$	0		$	37,923
Richard M. Wolfson		2020		$	270		$	1,206		$	44,780		$	3,917		$	2,891		$	2,267		$	55,331
P. Douglas Couvillion		2020		$	210		$	1,042		$	11,728		$	4,557		$	2,176		$	15,578		$	35,291
Michael T. Hackney		2020		$	225		$	1,080		$	10,260		$	3,842		$	2,572		$	0		$	17,979

(a)

We provide supplemental long-term disability insurance and life insurance to our executives and certain other employees. The amounts disclosed in this column represent the premiums paid by the Company on behalf of the NEO.

(b)

The amounts disclosed in this column represent 2020 cash dividend equivalents which were or will be paid to the NEO upon the vesting of (i) the 2019 and 2020 LTPP awards (at an assumed target level of performance), and (ii) the 2019 and 2020 Time-based RSU Grants, and (iii) any other time-based RSAs or RSUs granted to an NEO that vested in 2020 or were unvested at the end of 2020. These amounts will be settled in cash upon the vesting of the shares underlying such awards. This column does not include dividend equivalents on the 2018 or 2019 Relative TSR Grants because such amounts were included in the calculation of the grant date fair value of these awards.

(c)

The amount reflected in this column for Mr. Wolfson and Mr. Couvillion represents Company-paid expenses for professional financial planning services incurred prior to the suspension of this benefit.

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Grants of Plan-Based Awards Table

The following table sets forth information regarding grants of plan-based awards made to the Named Executive Officers during 2020.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		Grant Date Fair Value of Stock and Option Awards(4)
Name	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards(4)
Sandra B. Cochran				$	431,250		$	1,437,500		$	2,875,000
		09/25/19											5,144		12,862		25,724				$	2,120,172
		09/25/19											4,823		6,431		8,038				$	1,060,086
		09/25/19																	6,431		$	1,060,086
Jill M. Golder				$	122,625		$	408,750		$	817,500
		09/25/19											962		2,406		4,812				$	396,605
		09/25/19											902		1,203		1,503				$	198,303
		09/25/19																	1,203		$	198,303
Richard M. Wolfson				$	87,750		$	292,500		$	585,000
		09/25/19											635		1,589		3,178				$	261,931
		09/25/19											595		794		992				$	130,883
		09/25/19																	794		$	130,883
P. Doug Couvillion				$	72,150		$	240,500		$	481,000
		09/25/19											326		816		1,632				$	134,509
		09/25/19											306		408		510				$	67,255
		09/25/19																	408		$	67,255
Michael T. Hackney				$	73,125		$	243,750		$	487,500
		09/25/19											330		827		1,654				$	136,323
		09/25/19											309		413		516				$	68,079
		09/25/19																	413		$	68,079

(1)

The amounts shown reflect the possible aggregate payouts under the 2020 annual bonus plan at the “threshold,” “target” and “maximum” levels. Actual payouts for 2020 were 50% of target and are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For a discussion of the 2020 annual bonus plan and the 2020 payouts, see “Executive Compensation — Compensation Discussion and Analysis — Overview of Compensation Elements — Annual Bonus Plan.”

(2)

The amounts shown reflect the possible payouts (at grant date fair value) for the LTPP Awards granted under the 2020 LTPP and 2020 Relative TSR Grants. The grant date fair value of these awards, based on the probable outcome of the relevant performance conditions as of the grant date (computed in accordance with ASC Topic 718) is the amount reported in the “Stock Awards” column of the Summary Compensation Table. When granted, each Named Executive Officers was eligible to receive up to a maximum of 200% of his or her 2020 LTPP target and up to 125% of his or her 2020 Relative TSR Grant target, but as discussed under the CD&A section entitled “Executive Compensation — Compensation Discussion and Analysis — Overview of Compensation Elements — Long-Term Incentives,” due to the pandemic, the Compensation Committee determined that these awards will pay out at target.

(3)

The amounts disclosed in this column reflect the Time-based RSU Grant awarded to each executive in 2020.

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(4)

The amounts disclosed in this column reflect the aggregate grant date fair value of the awards calculated in accordance with ASC Topic 718. For the performance-based awards (i.e., the 2020 LTPP and 2020 Relative TSR Grants), the aggregate grant date fair value has been determined assuming the probable outcome of the performance condition on the date of the grant (i.e., the achievement of the target performance level), excluding the effect of estimated forfeitures. For information regarding the compensation cost of the awards and the assumptions used to calculate grant date fair value of the awards, see Note 10 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2020.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreement with Named Executive Officers

We currently have one employment agreement with a Named Executive Officer as further described below.

Employment Agreement with Sandra B. Cochran

The Company and Ms. Cochran are parties to the Employment Agreement, entered into on July 27, 2018.

Under the Employment Agreement, Ms. Cochran serves as the Company’s President and Chief Executive Officer, reporting to the Board, and will be nominated annually by the Board to serve as a director throughout her employment. During the term of the agreement measured from the outset of 2020, she will receive an annual base salary of not less than $1,150,000 (her 2020 salary) and an annual bonus opportunity with a target of not less than 125% of annual base salary (her 2020 target bonus opportunity). Additionally, with respect to any of the Company’s long-term incentive plans, Ms. Cochran’s target aggregate award value under such plans will be not less than 380% of her annual base salary (her 2020 target award value). Ms. Cochran will be eligible to participate in the benefit programs and will be entitled to an annual paid vacation commensurate with the Company’s established policy applicable to senior executive officers of the Company. Future adjustments to salary, annual bonus and long-term incentive awards to Ms. Cochran will be as recommended by the Compensation Committee and approved by the Board.

Under the Employment Agreement Ms. Cochran agrees to provide the Company with at least 12 months’ prior notice (or such shorter period as the Board may agree at its discretion) before exercising her right to retire. If she fails to provide such notice, any retirement will be treated as if she voluntarily quit the Company.

As described on page [ ] of this proxy statement, the Employment Agreement contains certain benefits and imposes certain obligations if the Employment Agreement is terminated without “cause” or “good reason” (as defined in the Employment Agreement) and contains certain rights in the event of a change in control of the Company.

Severance Plan and Management Retention Agreements

As described on page [ ] of this proxy statement, our executive officers, including all of our Named Executive Officers, are parties to a Severance Agreement and a CIC Agreement which provide them with certain benefits and impose on them certain obligations in the event their employment is terminated without “cause” or “good reason” (as defined in these agreements), either in the normal course or following a change in control of the company, respectively. For the reasons described previously, we believe that these agreements are important tools in recruiting and retaining key executives and that the CIC Agreement appropriately aligns the interests of our executives and our shareholders in connection with an actual or potential change of control transaction.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information regarding equity awards held by the Named Executive Officers as of July 31, 2020.

	Option Awards					Stock Awards
Name(11)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)(11)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Sandra B. Cochran												12,862(1)		$	1,420,865
												6,981(2)		$	771,191
												6,431(3)		$	710,433
							6,496(4)		$	717,613
							13,962(5)		$	1,542,382
							6,496(6)		$	717,613
							6,981(7)		$	771,191
							6,431(8)		$	710,433
Jill M. Golder												2,406(1)		$	265,791
												1,239(2)		$	136,872
												1,203(3)		$	132,895
							976(4)		$	107,819
							2,478(5)		$	273,745
							976(6)		$	107,819
							1,239(7)		$	136.872
							1,203(8)		$	132,895
Richard M. Wolfson												1,589(1)		$	175,537
												751(2)		$	82,963
												794(3)		$	87,713
							558(4)		$	61,642
							1,503(5)		$	166,036
							558(6)		$	61,642
							751(7)		$	82,963
							794(8)		$	87,713
							5,000(9)		$	552,350
P. Doug Couvillion												816(1)		$	90,144
												409(2)		$	45,182
												408(3)		$	45,072
							368(4)		$	40,653
							818(5)		$	90,364
							368(6)		$	40,653
							409(7)		$	45,182
							408(8)		$	45,072
Michael T. Hackney												827(1)		$	91,359
												413(3)		$	45,624
							413(8)		$	45,624
							1,000(10)		$	110,470

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(1)

This award represents the 2020 LTPP Award. The 2020 LTPP Award has a two-year performance period, which ends on July 30, 2021. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.

(2)

This award represents the 2019 Relative TSR Grant. The 2019 Relative TSR Grant has a three-year performance period, which ends on July 30, 2021. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.

(3)

This award represents the 2020 Relative TSR Grant. The 2020 Relative TSR Grant has a three-year performance period, which ends on July 29, 2022. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.

(4)

This award reflects the 2018 Relative TSR Grant. The performance period for this award concluded on July 31 2020, and the award vested on September 17, 2020.

(5)

This award reflects the 2019 LTPP Award. The performance period for this award concluded on July 31, 2020, and the award vested on September 17, 2020.

(6)

This award represents the 2018 Time-based RSU Grant. This award will cliff-vest on September 27, 2020, so long as the NEO remains employed by the Company on such date.

(7)

This award represents the 2019 Time-based RSU Grant. This award will cliff-vest on September 25, 2021, so long as the NEO remains employed by the Company on such date.

(8)

This award represents the 2020 Time-based RSU Grant. This award will cliff-vest on September 25, 2022, so long as the NEO remains employed by the Company on such date.

(9)

This is an RSA granted to Mr. Wolfson in connection with his assumption of additional executive duties in fiscal 2018. The award will cliff-vest vest on September 25, 2021, so long as Mr. Wolfson remains employed by the Company on such date.

(10)

This is an RSA granted to Mr. Hackney in connection with his assumption of additional executive duties in fiscal 2019. The award will cliff-vest vest on January 14, 2022, so long as Mr. Hackney remains employed by the Company on such date.

(11)

The amounts disclosed in this column reflect the aggregate market value determined based on a per share price of $110.47, the closing price for our common stock as quoted on the Nasdaq Global Select Market on July 31, 2020.

Option Exercises and Stock Vested Table

The following table sets forth information, for the Named Executive Officers, regarding the number of shares acquired upon the vesting of restricted stock and the value realized, each before payment of any applicable withholding tax and broker commissions. No stock options were exercised by Named Executive Officers in 2020.

	Stock Awards
Name	Number of Shares Acquired On Vesting (#)		Value Realized on Vesting ($)(1)
Sandra B. Cochran		22,858		$	3,762,470
Jill M. Golder		3,051		$	502,653
Richard M. Wolfson		817		$	135,834
P. Douglas Couvillion		1,181		$	194,530
Michael T. Hackney		522		$	89,915

(1)

Value is based on the closing price of a share of the Company’s common stock as quoted by the Nasdaq Global Select Market on the vesting date.

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Equity Compensation Plan Information

The following table sets forth information with respect to our equity plans as of July 31, 2020.

Plan category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by
security holders

Options — 0

Full Value — 108,026(1)

—

[1,034,101]

Equity compensation plans not approved by security holders

Options — 0

—

Full Value — 0

—

Total

Options — 0

—

Full Value — 108,026

—</